Common use of Employee Matters Clause in Contracts

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. Prior to Closing, each party shall deliver to the other a list of employees of its stations that it does not intend to retain after Closing. The acquiring party may interview and elect to hire such listed employees, but not any other employees of the conveying party. The acquiring party is obligated to hire only those employees that are under employment contracts (aand assume the obligations and liabilities under such employment contracts) which are included in the Clear Channel Station Contracts or Exchange Party Station Contracts. With respect to employees potentially to be hired by the acquiring party, to the extent permitted by law the conveying party shall provide access to its personnel records and such other information as may be reasonably requested prior to Closing. With respect to employees hired by the acquiring party ("Transferred Employees"), the conveying party shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter the acquiring party shall be responsible for all such obligations payable by it. The acquiring party shall cause all Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Sections 3(1) and 3(2) of ERISA, respectively) in which the acquiring party's similarly-situated employees are generally eligible to participate; provided, however, that all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage under any employee welfare benefit plan that is a group health plan on account of any pre-existing condition) to the extent provided under such employee welfare benefit plans. For purposes of eligibilityany length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such employee welfare benefit plans for which Transferred Employees may be eligible after Closing, the acquiring party shall ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension planCode), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of that service with the Company, conveying party shall be deemed to have been service with the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent acquiring party. No such service credit will result must be granted with respect to participation or eligibility in the duplication of benefits)any employee pension benefit plan. In addition, and without limiting the generality of the foregoing: (i) each Company Employee acquiring party shall be immediately eligible to participateensure, without any waiting time, in any and all New Plans to the extent coverage permitted by applicable law (including, without limitation, ERISA and the Code), that Transferred Employees receive credit under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion welfare benefit plan of the plan year prior to the Effective Time to be taken into account under such New Plan acquiring party for purposes of satisfying all deductible, any deductibles or co-insurance, co-payment payments paid by Transferred Employees and maximum out-of-pocket requirements applicable to such employee their spouses and his or her covered dependents for the applicable current plan year under a plan maintained by the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence employees of the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall assume and discharge the conveying party's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the conveying party. From and after Closing, Exchange Party shall cooperate with the reasonable requests of Clear Channel to continue to withhold from the pay checks of Transferred Employees who have outstanding loan balances in Clear Channel's 401(k) Savings Plan, and Exchange Party shall remit such expenses withheld amounts to Clear Channel in a form timely fashion such that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersthe outstanding loans do not go into default.

Employee Matters. (a) For purposes Following the Effective Time, Newco at its election shall either (i) provide generally to officers and employees of eligibilityMellon and its Subsidiaries, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan who at or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time become employees of Newco or its Subsidiaries (“Mellon Continuing Employees”), employee benefits under new Company Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated officers and employees of BNY and its Subsidiaries, who at or after the Effective Time become employees of Newco or its Subsidiaries (“BNY Continuing Employees”), and/or (ii) maintain for the benefit of the Mellon Continuing Employees, the Compensation and Benefit Plans maintained by Mellon immediately prior to the First Effective Time (“New Mellon Plans”); provided that Newco may amend any Mellon Plan to comply with any Law or as necessary and appropriate for other business reasons. Following the First Effective Time, Newco at its election shall either (x) provide generally to one or more of those employees BNY Continuing Employees, employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated Mellon Continuing Employees, and/or (y) maintain for the benefit of the Company BNY Continuing Employees, the Compensation and its subsidiaries who are actively employed as of Benefits Plans maintained by BNY immediately prior to the Effective Time (“BNY Plans”); provided that Newco may amend any BNY Plan to comply with any Law or as necessary and who continue appropriate for other business reasons. For purposes of this Section 5.17, Compensation and Benefit Plans maintained by BNY or Mellon are deemed to be employed include Compensation and Benefit Plans maintained by the Surviving Corporation or its subsidiaries immediately after their respective Subsidiaries. As soon as practicable following the Effective Time Time, Newco shall review, evaluate and analyze the Mellon Plans and the BNY Plans with a view towards developing appropriate and effective Compensation and Benefit Plans for the benefit of employees of Newco and its Subsidiaries on a going forward basis that does not discriminate between the Mellon Continuing Employees and the BNY Continuing Employees (together, the “Company Continuing Employees”). Newco will honor, each Company Employee shall or cause to be credited honored, in accordance with his their terms, all vested or her years of service with the Companyaccrued benefit obligations to, and contractual rights of, the Company subsidiaries and their respective affiliates before the date Continuing Employees, including, without limitation, any benefits or rights arising as a result of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under (either alone or in combination with any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefitsother event). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after Following the Effective Time under new Company Benefit Plans and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “New PlansCurrent Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to one or more of those employees of the Company and its subsidiaries who are actively employed as of such Current Employees immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes a target annual cash incentive compensation opportunity (expressed as a percentage of each New Plan providing medicalbase salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, dentaltogether in the aggregate, pharmaceutical and/or vision benefits are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to be taken into account under such New Plan for purposes severance benefits pursuant to the formula set forth on Section 5.7(a) of satisfying all deductiblethe Partnership Disclosure Schedule, co-insurance, co-payment and maximum out-of-pocket requirements applicable subject to such employee Current Employee’s execution of a customary release and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Planwaiver of claims (which shall not include any restrictive covenants); provided provided, however, that such Company Current Employee provides evidence is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates. Parent shall honor and comply with, insurers or third-party service providerscause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following the Closing Date, United shall provide to employees of Tidelands who continue employment with United (“Tidelands Continuing Employees”) medical, dental, vacation and long-term disability benefits, medical and dependent care flexible spending accounts and life insurance (collectively, “Employee Benefits”), on terms and conditions consistent in all material respects with those then currently provided by United to its other similarly-situated employees. For purposes of eligibility, eligibility to participate and any vesting and determinations (but not benefit accruals) in connection with the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes provision of any equity plan or benefit accruals under any defined benefit pension plan)such Employee Benefits by United to the Tidelands Continuing Employees, under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately service with Tidelands prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee Closing Date shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except counted to the extent such service credit will result in was counted under the duplication similar plan of benefits)Tidelands. In addition, and without limiting the generality The Tidelands Continuing Employees’ prior service with Tidelands shall also be credited for purposes of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any all waiting time, periods for participation in any and all New Plans of such Employee Benefits to the extent coverage such service was counted under the similar plan of Tidelands. United shall also waive all restrictions and limitations for preexisting conditions under United’s Employee Benefit plans, to the extent such New Plan replaces coverage restrictions or limitations would not or currently do not apply to the Tidelands Continuing Employees under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; similar plan of Tidelands. United shall use commercially reasonable efforts to provide the Tidelands Continuing Employees with credit under United’s health, dental and (ii) vision plans, for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to of such plans which include the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductibleClosing Date, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable aggregate amounts paid by such employees as a deductible under Tidelands’ health, dental and vision plans for the plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersplans which includes the Closing Date.

Employee Matters. (a) For Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of eligibility, vesting and its Subsidiaries (or predecessor employers to the determination of levels of severance and vacation pay (but, for extent the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), Company provides such past service credit) under the compensation and comparable employee benefit plans, programs agreements and arrangements policies of Parent, the Company, the Surviving Corporation or any respective subsidiary Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and affiliate thereof providing benefits after determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time under new Company Benefit Plans or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the “New Plans”) to one Surviving Corporation or more of those employees any Affiliate of the Company Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and its subsidiaries who are actively employed as the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time Time, and who continue (ii) cause each Continuing Employee to be employed given credit under such plan for all amounts paid by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company such Continuing Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to for the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan plan year in which such Company Employee participated immediately before the replacement; and (ii) participation commences for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductibleapplying deductibles, co-insurance, co-payment payments and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence the terms and conditions of payment of such expenses in a form that is reasonably satisfactory to the plans maintained by Parent, its affiliatesthe Surviving Corporation or such Affiliate, insurers or third-party service providersas applicable, for such plan year.

Employee Matters. (a) For purposes All individuals employed by, or on an authorized leave of eligibilityabsence from, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation Seller or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of Subsidiaries immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after before the Effective Time (collectively, the “Company Covered Employees”), each Company Employee ) shall be credited with his or her years automatically become employees of service with the Company, the Company subsidiaries Buyer and their respective its affiliates before the date as of the Merger ClosingEffective Time. Immediately following the Effective Time, Buyer shall, or shall cause its applicable Subsidiaries to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the same extent aggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to such Covered Employees under the Seller Benefit Plans as such Company Employee was entitled, in effect immediately before the date of the Merger ClosingEffective Time; provided, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In additionhowever, and without limiting the generality of that, notwithstanding the foregoing: , nothing contained herein shall (i) each Company Employee shall be immediately eligible to participatetreated as an amendment of any particular Seller Benefit Plan, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes give any third party any right to enforce the provisions of each New Plan providing medicalthis Section 6.5, dental, pharmaceutical and/or vision benefits (iii) limit the right of Buyer or any of its Subsidiaries to terminate the employment of any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements Covered Employee at any time or require Buyer or any of such New Plan its Subsidiaries to be waived for provide any such employee and his benefits, rates of base salary or her covered dependentshourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate Seller, and Parent shall cause Buyer or any eligible expenses incurred by such employee and his or her covered dependents under a Company of their respective Subsidiaries to (A) maintain any particular Seller Benefit Plan during or (B) retain the portion employment of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersany particular Covered Employee.

Employee Matters. (a) For purposes With respect to any Benefit Plan in which (x) any employee of eligibility, vesting New Polaris and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries Polaris Subsidiaries who are actively is employed as of immediately prior to the Sirius-Polaris Merger Effective Time and who continue to be employed by remains an employee of New Polaris or any of its Affiliates upon the Surviving Corporation or its subsidiaries immediately after the Sirius-Polaris Merger Effective Time (each, a “Company EmployeesNew Polaris Continuing Employee”), each Company Employee shall be credited with his (y) any employee of Sirius and the Sirius Subsidiaries who is employed as of immediately prior to the Sirius-Polaris Merger Effective Time and who becomes an employee of New Polaris or her years any of service its Affiliates at the Sirius-Polaris Merger Effective Time (each, a “Sirius Continuing Employee”) or (z) any employee of Constellation and the Constellation Subsidiaries who is employed as of immediately prior to the Constellation-Polaris Merger Effective Time and who becomes an employee of New Polaris or any of its Affiliates at the Constellation-Polaris Merger Effective Time (each, a “Constellation Continuing Employee” and collectively, with the CompanyNew Polaris Continuing Employees and the Sirius Continuing Employees, the Company subsidiaries “Continuing Employees”) first becomes eligible to participate on or after the Applicable Effective Time and in which such Continuing Employee did not participate prior to the Applicable Effective Time, New Polaris shall take commercially reasonable efforts, subject to the approval of any applicable insurance carrier, to (1) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans to be waived with respect to the Continuing Employees and their respective affiliates before eligible dependents, (2) give each Continuing Employee credit for the date of plan year in which the Merger Closing, Applicable Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Applicable Effective Time (to the same extent that such credit was given under the analogous Polaris Plan, Constellation Plan or Sirius Plan, as such Company applicable, prior to the Applicable Effective Time), for which payment has been made and (3) give each Continuing Employee was entitled, before the date of the Merger Closing, to service credit for such service Continuing Employee’s employment with New Polaris and any of its Affiliates, Sirius and the Sirius Subsidiaries or Constellation and the Constellation Subsidiaries (or their respective predecessor entities), as applicable, for purposes of vesting, benefit accrual and eligibility to participate under any similar Company each applicable Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be is taken into account under the applicable Benefit Plan), as if such New Plan service had been performed with such party, except for benefit accrual under defined benefit pension plans or retiree medical plans, for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable qualifying for subsidized early retirement benefits or to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses extent it would result in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersduplication of benefits.

Employee Matters. (a) For purposes of eligibility, vesting Parent shall take such action as may be necessary so that on and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to Time, and for one or more of those year thereafter, officers and employees of the Company and its subsidiaries Subsidiaries not covered by any collective bargaining agreement or labor contract who remain employed after the Closing by Parent or any member of its “controlled group” within the meaning of Section 414 of the Code (the “Parent Group”), including the Company or its Subsidiaries, are actively employed as of provided base salary, base wages and annual and incentive compensation opportunities and employee benefits (including defined benefit and retiree health), plans and programs (excluding such plans relating to equity-based compensation arrangements) which, in the aggregate, are no less favorable than those made available by the Company and its Subsidiaries to its officers and employees immediately prior to the Effective Time Time. To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and who continue to be employed vesting in all benefits provided by the Surviving Corporation Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Employee Benefit Plans of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any such officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by such officers and employees of the Company and its Subsidiaries under any health plans of the Company or its subsidiaries immediately Subsidiaries shall, after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of service with taken into account in applying deductible and out-of-pocket limits applicable under the Company, the Company subsidiaries and their respective affiliates before the date health plans of the Merger Closing, Parent Group to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had had, when paid, been paid under such health plans of the Parent Group. Nothing contained in accordance with such New this Section 5.5(a) shall create any rights in any officer or employee of the Company or any of its Subsidiaries in respect of continued employment for any specified period of any nature or kind whatsoever or, except as set forth in the following sentence, limit Parent’s or the Surviving Corporation’s power to amend or terminate any particular Employee Benefit Plan or require (and the Company shall take no action that would require) the Parent or Surviving Corporation to continue any particular Employee Benefit Plan; provided . To the extent that such an agreement listed in Schedule 3.1(m) of the Company Employee provides evidence Disclosure Letter obligates the Company to require a purchaser or merger partner to assume the terms of payment of such expenses in a form that agreement, Parent agrees to recognize, and cause the Surviving Corporation to recognize, the entity that is reasonably satisfactory a party to Parentsuch an agreement as the exclusive bargaining representative of the covered employees and to adopt and cause the Surviving Corporation to adopt, its affiliates, insurers or third-party service providersthe terms of that agreement and any related and current memorandums of agreement between the Company and such entity.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits As soon as administratively practicable after the Effective Time under Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new Company Benefit Plans participants (collectively, the “New Purchaser Eligible Plans”) to one or more of those the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its subsidiaries who Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are actively employed permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation Company or its subsidiaries immediately after Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the CompanyPurchaser Eligible Plans, the service of such employees with Company subsidiaries and their respective affiliates before the date of the Merger Closing, its Subsidiaries to the same extent as such Company Employee service was entitled, before the date of the Merger Closing, to credit credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service under any similar Company Benefit Plan (except shall not be recognized to the extent that such service credit will recognition would result in the a duplication of benefits). In additionExcept for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, and without limiting nothing in this Agreement shall limit the generality ability of Purchaser to amend or terminate any of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, Benefit Plans in any accordance with and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to permitted by their terms at any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred time permitted by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersterms.

Employee Matters. (a) For purposes Except as provided in the following sentence, on the Closing Date, CCE shall terminate the active participation of eligibilitythe Affected Employees in all of the Employee Benefit Plans listed in Sections 3.12(a) and 3.12(b) of the CCE Disclosure Letter, vesting except for (i) the Benefit Programs and Agreements listed as Items 5 and 6 in Section 3.12(b) of the CCE Disclosure Letter, (ii) the TPC VEBA and (iii) the life and long term disability insurance coverage contemplated by Section 5.5(b). Prior to the Closing Date, CCE shall, or shall cause TPC to, terminate the TPC Severance Plan. CCE shall notify Affected Employees of the termination of such active participation and the determination termination of levels the TPC Severance Plan prior to the Closing Date. Subject to the provisions of severance this Agreement, after the Closing Date, TPC shall be solely responsible for all obligations and vacation pay (butLiabilities with respect to the Benefit Programs and Agreements listed as Items 5 and 6 in Section 3.12(b) of the CCE Disclosure Letter, for the avoidance of doubtTPC VEBA, not for purposes of any equity plan or benefit accruals under any defined benefit pension planthe retiree medical benefits addressed in Section 5.5(e), the accrued vacation days addressed in Section 5.5(c), the flexible benefit plan accounts addressed in Section 5.5(h), and each employee benefit policy, plan, agreement or arrangement that TPC, ETP or an Affiliate of either establishes, maintains or contributes to with respect to the TPC Employees, on or after the Closing Date, and no such obligations or Liabilities shall be assumed or retained by CCE or its Affiliates. ETP shall, or shall cause TPC to, honor any continuing pay or salary obligations and any applicable legal or contractual rights to reinstatement with respect to all Affected Employees. Except as provided in the preceding provisions of this Section 5.5(a) and in Section 5.5(e), CCE shall retain all obligations or Liabilities and assets with respect to current and former TPC Employees and any Shared Service Employees who do not become Transferring Shared Service Employees in accordance with Section 5.5(g) or otherwise under all of the compensation Employee Benefit Plans listed in Sections 3.12(a) and 3.12(b) of the CCE Disclosure Letter and all other employee benefit plans, programs agreements policies and arrangements of ParentCCE and its ERISA Affiliates, the Companyand no such obligations or Liabilities shall be assumed or retained by ETP or its Affiliates, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits including after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)transactions contemplated hereby, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersTPC.

Employee Matters. (a) For purposes The Buying Entities shall, and shall cause their Subsidiaries to, honor in accordance with their terms all agreements, contracts, arrangements, commitments and understandings described in Schedule 5.11 of eligibility, vesting and the determination of levels of severance and vacation pay Company Disclosure Schedule. (but, for the avoidance of doubt, not for purposes of any equity plan or benefit b) Except with respect to accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parentthe Buying Entities will, the Company, or will cause the Surviving Corporation or any respective subsidiary Entity and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those its Subsidiaries to, give all active employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after Company as of the Effective Time (“Company "Continuing Employees”)") full credit for purposes of eligibility, each Company Employee shall be credited with his vesting and determination of the level of benefits under any employee benefit plans or her years arrangements maintained by Buyer, the Surviving Entity or any Subsidiary of Buyer or the Surviving Entity for such Continuing Employees' service with the Company, Company or any Subsidiary of the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such recognized by the Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except immediately prior to the extent such service credit Effective Time. The Buying Entities will, or will result in cause the duplication of benefits). In additionSurviving Entity and its Subsidiaries to, and without limiting the generality of the foregoing: (i) each Company Employee shall waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be immediately eligible to participateparticipate in after the Effective Time, without 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 waiting time, in any and all New Plans welfare plan maintained for the Continuing Employees immediately prior to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; Effective Time, and (ii) provide each Continuing Employee with credit for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all preco-existing condition exclusions payments and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year deductibles paid prior to the Effective Time to be taken into account under such New Plan for purposes of in satisfying all deductible, co-insurance, co-payment and maximum out-any applicable deductible or out- of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided under any welfare plans that such Company Employee provides evidence employees are eligible to participate in after the Effective Time. (c) The Buying Entities shall not, and shall not permit the Surviving Entity or any of payment its Subsidiaries to, at any time prior to 90 days following the date of such expenses the Closing, without complying fully with the notice and other requirements of the Worker Adjustment Retraining and Notification Act of 1988 (the "WARN Act"), effectuate (i) a "plant closing" as defined in the WARN Act affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Surviving Entity or any of its Subsidiaries; or (ii) a form that is reasonably satisfactory "mass layoff" as defined in the WARN Act affecting any single site of employment of the Surviving Entity or any of its Subsidiaries; or any similar action under applicable state, local or foreign law requiring notice to Parent, its affiliates, insurers employees in the event of a plant closing or third-party service providers.layoff. SECTION 5.12

Employee Matters. (a) For purposes of eligibility, vesting and During the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to period commencing at the Effective Time and ending on the eighteen (18) month anniversary of the Effective Time, Purchaser shall, or shall cause the Surviving Corporation to, provide each employee who is actively employed by Company and its Subsidiaries on the Closing Date (each a “Continuing Employee”) while employed by Purchaser or any of its Subsidiaries following the Effective Time with: (i) base salary and bonus opportunities consistent with base salary and bonus opportunities provided to Purchaser employees who perform similar roles and have similar responsibilities; and (ii) employee benefits which, in the aggregate, are no less favorable than employee benefits provided by Purchaser to similarly situated employees of Purchaser; provided, however, that until such time as Purchaser shall cause Continuing Employees to participate in the benefit plans of Purchaser, a Continuing Employees continued participation in the Employee Benefit Plans shall be deemed to satisfy the foregoing provision of this sentence (it being understood that participation in Purchaser benefit plans may commence at different times with respect to each Employee Benefit Plan). Accordingly, Company shall cooperate with Purchaser to ensure that from the Closing Date through the next open enrollment date for Purchaser’s group health, dental, vision and life insurance plans, the Continuing Employees shall continue to be employed covered by the Surviving Corporation or its subsidiaries immediately after Company’s group health, dental, vision and life insurance plans; provided, however, that Company shall terminate, effective as of the Effective Time (“Company Employees”)Time, each Company Employee shall be credited its plans and programs with his or her years of service with the Company, the Company subsidiaries respect to long term care and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits)health savings accounts. In addition, and without Without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting timePurchaser shall, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent or shall cause all prethe Surviving Company to, maintain the severance policy of Company and its Subsidiaries applicable to Continuing Employees without amendment during the one-existing condition exclusions year period following the Effective Time (the “Company Severance Plan”) and actively-at-work requirements provide each Continuing Employee who is not party to an individual employment or change of such New Plan to be waived for such employee and control agreement at the time of his or her covered dependents, termination of employment whose employment is terminated (other than under circumstances that constitute a termination for “cause”) with the severance payments and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents benefits to which the Continuing Employee would have been entitled under a the Company Benefit Severance Plan during the portion of the plan year immediately prior to the Effective Time to be taken Time, taking into account under such New Plan for purposes the Continuing Employee’s length of satisfying all deductible, co-insurance, co-payment service with Company and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year its Subsidiaries as if such amounts had been paid provided in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersSection 6.5(b).

Employee Matters. At the Closing Date, Purchaser shall hire all Business Employees other than those set forth on Schedule 5.3 hereto (athe ------------ Business Employees to be hired by Purchaser are referred to as the "Employees"). Purchaser shall retain the Employees for a period of not less than 91 days following the Closing Date. If (i) For purposes the Purchaser terminates the employment of eligibilityany Employee without "cause" during the 91 day period following the Closing Date, vesting or (ii) the Purchaser relocates any Employee to an office more than 100 miles from such Employee's office at the Closing Date during the 91 day period following the Closing Date without the Employee's consent and the determination Employee terminates employment as a result of levels of severance such involuntary relocation, then Purchaser shall provide such Employee with continued salary and vacation pay (but, for employee benefits at the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) rate and/or level provided to one or more of those employees of the Company and its subsidiaries who are actively employed as of such Employee immediately prior to the Effective Time and date of such termination or relocation for the remainder of the 91 day period following the Closing Date. For the purposes of this Section 5.3, "cause" shall mean (i) the conviction of a felony, (ii) the willful failure to perform reasonable job- related requests, (iii) an act or omission of gross misconduct injurious to Purchaser, or (iv) a material violation of Purchaser's rules, policies or procedures. All Employees who continue work in positions comparable to be employed employees of Purchaser who are covered by Purchaser's employee benefit plans (such Employees collectively, the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company "Covered Employees”), each Company Employee ") shall be credited with his or her years entitled, to the extent permitted by applicable law and the terms of service with the CompanyPurchaser's employee benefit plans, the Company subsidiaries and their respective affiliates before the date to participate in all employee benefit plans of the Merger Closing, Purchaser to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to Purchaser's employees currently employed in comparable positions. To the extent such permitted by applicable law, the period of service credit will result in with PSA and/or PSA SUB for all Covered Employees shall be recognized for vesting and eligibility purposes under Purchaser's employee benefit plans. All Covered Employees, effective as of 12:00 a.m. midnight on the duplication Closing Date, shall be covered under the medical and dental benefit plans of benefits)Purchaser as new employees of Purchaser with a waiver of any waiting period and of any pre-existing condition limitations. In addition, and without limiting if the generality Closing Date falls within an annual period of the foregoing: (i) coverage under any group health plan or group dental plan of Purchaser, each Company Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to given credit for covered expenses paid by that Employee under the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes employee benefit plans of each New 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 New Plan to be waived for such employee and his PSA or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan PSA SUB during the portion applicable coverage period through the Closing Date towards the satisfaction of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment any deductible limitation and maximum out-of-pocket requirements applicable to such employee maximum that may apply under the group health plan or group dental plan of Purchaser and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersSubsidiaries.

Employee Matters. (a) For purposes a period of eligibilitytwelve (12) months following the Closing (the “Continuation Period”), vesting Parent shall, or shall cause its Affiliates (including the Company and the determination Company Subsidiaries) to, provide each employee who is employed by the Company or any Company Subsidiary on the Closing Date (including any employee on vacation, leave of levels of severance absence or short- or long-term disability) and vacation pay who remains employed with the Parent or its Affiliates (butcollectively, for “Continuing Employees”) with (i) a base salary or wage rate, as applicable, and target annual bonus, commission and other short-term cash incentive opportunities that are, in each case, no less favorable than those being provided to each such Continuing Employee immediately prior to the avoidance of doubt, not for purposes of any equity plan or benefit accruals under Closing; and (ii) employee benefits (excluding any defined benefit pension pension, retiree health or welfare, retention, change in control, or transaction-based, equity-based and other long-term cash incentive compensation opportunities or benefits) that are either (A) substantially comparable in the aggregate to the employee benefits provided to each such Continuing Employee immediately prior to the Closing or (B) the same as the employee benefits provided by Parent and its Affiliates to similarly situated employees of Parent and its Affiliates. Notwithstanding the generality of the foregoing, with respect to any Continuing Employee whose employment is terminated by Parent or any of its Affiliates (including the Company and the Company Subsidiaries) during the Continuation Period, Parent shall provide, or shall cause its Affiliates (including the Company and the Company Subsidiaries) to provide, severance benefits to such Continuing Employee, which shall be determined and payable in accordance with the applicable severance benefit plan), under agreement or informal policy maintained by the compensation Company or the Company Subsidiary for the benefit of such Continuing Employee immediately prior to the Closing and benefit plansas set forth on Section 6.8(a)(ii) of the Company Disclosure Letter, programs agreements and arrangements of taking into account all service with Parent, the Company, the Surviving Corporation or Company Subsidiaries and any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before Affiliates in determining the date amount of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision severance benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerspayable.

Employee Matters. (a) For purposes Parent shall, for a period of eligibility, vesting one (1) year immediately following the later of the Acceptance Time and the determination Effective Time, provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, employees who shall have been employees of levels the Company or any of its Subsidiaries at the Acceptance Time who continue as employees of the Company, its Subsidiaries or the Surviving Corporation following the Acceptance Time (the “Company Employees”) with employee benefit plans, programs, policies and arrangements (other than equity-based plans and severance arrangements) that are comparable, in the aggregate, to the employee benefit plans, programs and vacation pay arrangements (but, for other than equity-based plans and severance arrangements) provided by the avoidance Company and its Subsidiaries to Company Employees immediately prior to the Acceptance Time. Parent shall recognize the service of doubt, not Company Employees with the Company and its Subsidiaries prior to the Acceptance Time as service with Parent and its Affiliates in connection with any Parent Benefit Plan which is made available to Company Employees following the Acceptance Time for purposes of any equity plan waiting period, vesting, eligibility and benefit entitlement where length of service is relevant. Parent shall (i) waive, or benefit accruals cause its insurance carriers to waive, all limitations as to pre-existing conditions, if any, with respect to participation and coverage requirements applicable to Company Employees and their dependents under any Parent Benefit Plan that is a welfare benefit plan (as defined benefit pension planin Section 3(1) of ERISA) which is made available to Company Employees following the Acceptance Time (other than any limitations that were in effect with respect to such employees as of the Acceptance Time under the analogous Company Plan), and (ii) provide credit to Company Employees and their dependents for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the compensation and employee benefit plans, programs agreements and or arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan Subsidiaries during the portion of the relevant plan year year, including the Purchase Date. Parent shall cause the Surviving Corporation and its Subsidiaries to expressly assume and agree to perform any employment, severance or change in control agreement listed in Section 3.11(h) of the Company Disclosure Letter in the same manner and to the same extent that the Company and its Subsidiaries would be required to perform it if the Transactions had not taken place. Notwithstanding anything to the contrary contained herein, Parent shall honor, and cause the Surviving Corporation and its Subsidiaries to honor, in accordance with its terms as in effect immediately prior to the Effective Time to be taken into account under such New Acceptance Time, the 2008 Severance Pay Plan for purposes the benefit of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersEmployees.

Employee Matters. (a) For purposes of eligibilityFrom and after the Effective Time, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, Parent will cause the Surviving Corporation or any respective subsidiary to honor, in accordance with their terms, the employment contracts, severance agreements and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those similar agreements with officers and employees of the Company and its subsidiaries who are actively employed Subsidiaries set forth in Schedule 6.9 of the Company Disclosure Statement (the "Executive Agreements"); PROVIDED, HOWEVER, that nothing herein shall preclude any change in any Executive Agreement effective on a prospective basis that is permitted pursuant to the terms of this Agreement or the applicable Employee Plan. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of the Company and its Subsidiaries, the obligations of the Company and its Subsidiaries under the Employee Plans as in effect immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited will provide employee benefit plans with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision aggregate employee benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan Employees that are no less favorable than the aggregate benefits provided to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year them immediately prior to the Effective Time pursuant to the plans set forth in Schedule 6.9 of the Company Disclosure Statement; PROVIDED THAT Parent at its sole option may provide employee benefits to Company Employees which, in the aggregate, are no less favorable than those applicable to similarly situated employees of Parent. With respect to any plans established by Parent, to the extent a Company Employee becomes eligible to participate in any such plans, Parent shall grant to such Company Employee from and after the Effective Time, credit for all service with the Company and its affiliates and predecessors (and any other service credited by the Company under similar Employee Plans) prior to the Effective Time for eligibility to participate, benefit accrual and vesting purposes. To the extent Parent benefit plans provide medical or dental welfare benefits, such plans shall waive any preexisting conditions and actively at-work exclusions with respect to Company Employees (but only to the extent such Company Employees were provided coverage under the Employee Plans) and shall provide that any expenses incurred on or before the Effective Time in the applicable plan year by or on behalf of any Company Employees shall be taken into account under such New Plan the Parent benefit plans for the purposes of satisfying all applicable deductible, co-insurance, co-payment insurance and maximum out-of-of- pocket requirements applicable to such employee and his or her covered dependents provisions for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersEmployees.

Employee Matters. (a) For purposes of eligibilityPurchaser agrees that Purchaser shall provide, vesting or shall cause to be provided, with respect to each Business Employee who continues to remain employed with the Bank and the determination Transferred Subsidiaries following the Effective Time (each, a “Continuing Employee”), (i) during the period commencing at the Effective Time and ending on the one (1) year anniversary of levels the Closing Date, (x) base salary or base wage, as applicable, which is no less favorable than that provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee, (y) total compensation opportunities (other than base salary or base wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, which are no less favorable in the aggregate than the total compensation opportunities (other than base salary or base wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee, and (z) subject to the applicable Continuing Employee’s execution and non-revocation of a release of claims, severance benefits that are no less favorable than the severance benefits provided by the Bank and vacation pay the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee as such benefits are set forth on Section 5.10(a) of the Sellers’ Disclosure Schedule, and (butii) during the period commencing at the Effective Time and ending on December 31 of the calendar year in which the Effective Time occurs, for other benefits (including, but not limited to, pension, welfare and paid time off benefits) that are substantially comparable in the avoidance of doubtaggregate to those provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee. (b) To the extent permitted by applicable Law, not for purposes of any equity plan or vesting, benefit accruals under any defined benefit pension plan)accrual, vacation and sick time credit and eligibility to participate under the compensation and employee benefit plans, programs agreements and arrangements policies of Parent, the Company, the Surviving Corporation or Purchaser and its Subsidiaries which may provide benefits to any respective subsidiary and affiliate thereof providing benefits Continuing Employee after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of and the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Benefit Plans, each Company Continuing Employee shall be credited with his or her years of service with the CompanySellers, the Company subsidiaries Bank and the Transferred Subsidiaries and their respective affiliates predecessors or Affiliates before the date of the Merger ClosingEffective Time, to the same extent as such Company Continuing Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.Time,

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits As soon as administratively practicable after the Effective Time under Time, Purchaser shall take all reasonable action so that Employees of Company and its Subsidiaries shall be entitled to participate in each benefit plan of Purchaser or its Subsidiaries of general applicability with the exception of any plan frozen to new Company Benefit Plans participants (collectively, the “New Purchaser Eligible Plans”) to one or more of those the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the Employees of Company and its subsidiaries who Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans; provided that coverage shall be continued under corresponding Company Benefit Plans until such Employees are actively employed permitted to participate in the Purchaser Eligible Plans; provided further, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company or any of its Subsidiaries under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation Company or its subsidiaries immediately after Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which Employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the CompanyPurchaser Eligible Plans, the service of such Employees with Company subsidiaries and their respective affiliates before the date of the Merger Closing, its Subsidiaries to the same extent as such Company Employee service was entitled, before the date of the Merger Closing, to credit credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount; provided, however, that such service under any similar Company Benefit Plan (except shall not be recognized to the extent that such service credit will recognition would result in the a duplication of benefits). In additionExcept for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until Employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, and without limiting subject to subsections (b) and (g) of this Section 6.5, nothing in this Agreement shall limit the generality ability of Purchaser to amend or terminate any of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, Benefit Plans in any accordance with and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to permitted by their terms at any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred time permitted by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersterms.

Employee Matters. (a) For purposes As of eligibilitythe Closing, vesting and except as otherwise contemplated by Section 7.5 of the determination Asset Purchase Agreement or Exhibit C, the Business Employees shall cease to be employees of levels the SunGard Entities or any of severance and vacation pay their respective Subsidiaries (but, for other than the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension planCompany Entities), under the compensation as applicable, and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation shall become or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) continue to one or more of those be employees of the Company or its Subsidiaries, as applicable, without any interruption in employment, and the Company or its subsidiaries who are actively employed as Subsidiaries shall be the sole employer of the Business Employees at the Closing. At the Closing, the Company Entities shall not employ any individuals other than the Business Employees. The Business Employees (including Business Employees covered by the Collective Bargaining Agreement, defined below) shall be entitled to all compensation or benefits accrued and payable under each SunGard Benefit Plan other than a Company Benefit Plan (excluding any SunGard Benefit Plan providing severance or termination pay) immediately prior to the Effective Time and who continue to Closing, which shall be employed paid by the Surviving Corporation or its subsidiaries immediately after SunGard Entities in accordance with the Effective Time terms and conditions of such SunGard Benefit Plans. Only to the extent Business Employees are covered by the collective bargaining agreement between the Company and Local 1723/TUCA Chapter, Council 47, American Federation of State, County and Municipal Employees, AFL-CIO, effective July 1, 2010 through June 30, 2013 (the “Company EmployeesCollective Bargaining Agreement”), each Company Employee shall be credited with his or her years of service with the CompanyDatatel Entities agree that, effective at the Closing, the Company subsidiaries shall assume and their respective affiliates before be bound by the date Collective Bargaining Agreement with respect to the applicable Business Employees and shall provide employee benefits to the covered Business Employees in accordance with the terms of the Merger ClosingCollective Bargaining Agreement or, to the same extent as such Company Employee was entitlednecessary and permissible under the Collective Bargaining Agreement, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of shall provide substantially equivalent benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) For purposes All individuals employed by, or on an authorized leave of eligibilityabsence from, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of Seller immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after before the Effective Time (collectively, the “Company Covered Employees”)) shall automatically become employees of the Surviving Bank and its affiliates as of the Effective Time. Immediately following the Effective Time, each Company Buyer shall, or shall cause the Surviving Bank to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the aggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to similarly situated employees of NewBridge Bank; provided, however, that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular Seller Benefit Plan, (ii) give any third party any right to enforce the provisions of this Section 6.5, (iii) limit the right of Buyer or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require Buyer or any of its Subsidiaries to provide any such employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate Seller, Buyer or any of their respective Subsidiaries to (A) maintain any particular Seller Benefit Plan or (B) retain the employment of any particular Covered Employee. Each Covered Employee shall be credited with given credit for his or her full years of service with the Company, the Company subsidiaries and their respective affiliates before the date Seller for purposes of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible entitlement to participatevacation and sick leave and for participation in all NewBridge Bank welfare, without any waiting timeinsurance and other fringe benefit plans, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) eligibility for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions participation and actively-at-work requirements of such New Plan to be waived for such employee vesting in NewBridge Bank’s 401(k) and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerspension plans.

Employee Matters. (a) For purposes of eligibilityFrom and after the Effective Time, vesting TCI will cause the Surviving Corporation to honor, in accordance with their terms, the executive, employment and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs other agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary relating to officers and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company set forth in Schedule 3.6 (the "Executive Agreements") and its subsidiaries who are actively employed all the Company Plans; provided, however, that nothing herein shall preclude any change in any Executive Agreement or Company Plan effective on a prospective basis that is permitted pursuant to the terms of the applicable Executive Agreement or Company Plan. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of the Company, TCI shall assume the obligations of the Company under the Company Plans as in effect immediately prior to the Effective Time and who continue will provide employee benefit plans with aggregate employee benefits to be employed Company employees that are no less favorable than the aggregate benefits provided to them immediately prior to the Effective Time; provided that TCI at its sole option may provide employee benefits to Company employees which, in the aggregate, are no less favorable than those applicable to similarly situated employees of TCI. With respect to any plans established by TCI, to the Surviving Corporation or its subsidiaries immediately extent a Company employee becomes eligible to participate in any such plans by virtue of the Merger, TCI shall grant to such Company employee from after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of credit for all service with the Company, Company and its affiliates and predecessors (and any other service credited by the Company subsidiaries and their respective affiliates before the date of the Merger Closing, under similar Company Plans) prior to the same Effective Time for eligibility to participate, benefit accrual and vesting purposes, including for purposes of eligibility and participation under TCI's severance policies and plans, including the calculation of such employee's "Years of Continuous Service," to the extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service was credited under the Company Plans on the Closing Date, and Company employees shall not be subject to any similar Company Benefit Plan (waiting periods or limitations on benefits for pre-existing conditions under such TCI plans, including any group health and disability plans, except to the extent such service credit will result in employees were subject to such limitations under the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately Plans or were eligible to participate, without any waiting time, participate in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year TCI plans prior to the Effective Time Time. TCI further agrees to be taken into account under such New Plan maintain the Company's severance plans as in effect on the date hereof for purposes a period of satisfying all deductibletwo years from the Effective Time, co-insurancewithout adverse amendment, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such benefit of Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersemployees.

Employee Matters. Each Group Company (ai) For purposes has complied in all material aspects with all applicable employment and labor laws, employment practices generally applied to other entities in similar industry as such Group Company in the jurisdiction where such Group Company is incorporated, the terms and conditions of eligibilityemployment, vesting and in each case, with respect to its employees, except for the determination accrued amounts for the underpaid employment benefit payments disclosed in Section 3.22 of levels of severance and vacation pay (butDisclosure Schedule, for which each Group Company has made adequate provisions on its books of account and which are included in Financial Statements; (ii) has withheld and reported all amounts required by any applicable law or any contract or agreement to be withheld and reported with respect to wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the avoidance of doubtforegoing; and (iv) other than as required by law, is not liable for purposes any payment to any trust or other fund governed by or maintained by or on behalf of any equity plan governmental authority, with respect to unemployment compensation benefits, social security or benefit accruals under other benefits or obligations for employees. The Group Companies are not aware that any defined benefit pension Key Employee nor any senior officer of any Group Company intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any Key Employee or any senior officer of any Group Company. The Group Companies are not party to or bound by any currently effective incentive plan), under the profit sharing plan, retirement agreement or other employee compensation and benefit plansagreement, programs agreements and arrangements of Parent, except the Company’s 2008 Stock Issuing Plan adopted in June 2008, 2009 Employee Stock Incentive Plan adopted in February 2009, 2010 Employee Stock Incentive Plan adopted in March 2010, 2011 Employee Stock Incentive Plan and 2011 Special Employee Stock Incentive Plan adopted in April 2011. All of the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company Group Companies are subject to written employment agreements that specify their position, payment of compensation and its subsidiaries who the terms and conditions of employment (including confidentiality, non-compete and non-solicitation provisions that are actively employed as of immediately prior customarily applied to the Effective Time and who continue to be employed by positions in the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date industry of the Merger Closing, Group Companies similar to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred those held by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersemployees).

Employee Matters. (a) For purposes Huntington shall provide the employees of eligibility, vesting FirstMerit and the determination its Subsidiaries as of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New PlansContinuing Employees”), for so long as they are employed following the Effective Time, with the following: (i) to one during the period commencing at the Effective Time and ending on December 31, 2016, annual base salary or more of those employees of wages, as applicable, and target incentive opportunities (including equity-based awards) that are no less than the Company annual base salary or wages, as applicable, and its subsidiaries who are actively employed as of target incentive opportunities in effect for each such employee immediately prior to the Effective Time Time, (ii) during the period commencing on January 1, 2017 and who continue ending on the first anniversary of the Effective Time, annual base salary, wages and target incentive opportunities (including equity-based awards) that are substantially comparable in the aggregate to be employed by those provided to similarly situated employees of Huntington and its Subsidiaries, and (iii) during the Surviving Corporation or its subsidiaries immediately after period commencing at the Effective Time and ending on the first anniversary thereof, employee benefits that are substantially comparable in the aggregate to those provided to similarly situated employees of Huntington and its Subsidiaries (“Company Employees”excluding any frozen benefit plans of Huntington and its Subsidiaries or benefit plans that exclusively provide benefits to grandfathered employees of Huntington and its Subsidiaries); provided, each Company Employee that until such time as Huntington fully integrates the Continuing Employees into its plans, participation in the FirstMerit Benefit Plans shall be credited with his or her years of service with deemed to satisfy the Companyforegoing standards, it being understood that the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result Continuing Employees may commence participating in the duplication plans of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to Huntington on different dates following the Effective Time with respect to be taken into account under such New Plan for purposes different benefit plans. For a period beginning at the Effective Time and continuing through the first anniversary thereof, Huntington or its Subsidiaries shall provide severance to each Continuing Employee of satisfying all deductible, co-insurance, co-payment FirstMerit and maximum out-of-pocket requirements its Subsidiaries pursuant to the terms and conditions of the severance plan or policy of FirstMerit and its Subsidiaries applicable to such employee and his or her covered dependents for Continuing Employees as of the applicable plan year date hereof (as if such amounts had been paid in accordance with such New Planset forth on Section 6.7(a) of the FirstMerit Disclosure Schedule); provided that (A) such Company Employee provides evidence severance shall be subject to the execution (and non-revocation) of payment a customary release of claims and (B) such expenses severance may be paid in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerslump sum.

Employee Matters. (a) For purposes Following the date hereof and prior to the Closing Date, Regency shall, or shall cause the Acquired Companies or another Affiliate of eligibilityRegency to offer to employ as a direct employee of Regency, vesting the Acquired Companies or another Affiliate of Regency each employee of Contributor (i) who is assigned to, and devotes substantially all of his or her time to, providing services to the determination Acquired Companies, each of levels of severance and vacation pay whom shall be identified by Contributor in a list to be provided to Regency within thirty (but30) days after the Execution Date (collectively, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan“Dedicated Employees”), under which list shall include the name, title, business location and annual compensation of each Dedicated Employee, (ii) who devotes some, but less than substantially all, of his or her time to providing services to the Acquired Companies, each of whom Contributor and benefit plans, programs agreements and arrangements of ParentRegency shall identify by mutual agreement prior to the Closing Date (collectively, the Company“Shared Employees”), and (iii) who, without regard to whether he or she is a Dedicated Employee or a Shared Employee, is listed in Schedule 5.18(a)(iii) of the Contributor Disclosure Schedule (collectively, the Surviving Corporation or any respective subsidiary “Listed Employees”, and affiliate thereof providing benefits after together with the Effective Time under new Company Benefit Plans (Dedicated Employees and Shared Employees, the “New PlansOffered Employees”). Such offers shall be for employment with substantially the same title and position, and with (i) a base pay or salary rate at least equal to one the base pay or more of those employees of the Company and its subsidiaries who are actively employed salary rate as of in effect with respect to each such Offered Employee immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; Closing Date and (ii) for purposes bonus opportunities and employee benefits no less favorable in the aggregate than the bonus opportunities and employee benefits offered or provided to similarly situated employees of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to Regency and its Affiliates. Both the offers from Regency or its Affiliates and any Company Employee, Parent acceptances thereof by the Offered Employees shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during contingent upon the portion consummation of the plan year prior transaction contemplated in this Agreement and effective upon the Closing Date. Offered Employees who accept such offers of employment from Regency or its Affiliates are referred to herein as “Transferred Employees.” Such employment of Transferred Employees as direct employees of Regency, the Effective Time to be taken into account under such New Plan for purposes Acquired Companies or another Affiliate of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for Regency (as applicable) shall commence effective as of the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersClosing Date.

Employee Matters. (a) For purposes As of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of ParentEffective Time, the CompanyBusiness Employees shall cease to be employees of TWDC or its Subsidiaries (as applicable) and shall become or continue to be employees of Spinco or its Subsidiaries without any interruption in employment, and Spinco or its Subsidiaries shall be the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after sole employer of the Business Employees at the Effective Time under new Company Benefit Plans (Time. At the “New Plans”) to one or more of those employees of the Company Effective Time, Spinco and its subsidiaries who are actively employed as of Subsidiaries shall not employ any individuals other than the Business Employees. The Business Employees (including Business Employees covered by collective bargaining agreements) shall be entitled to all compensation or benefits accrued and payable under each Business Benefit Plan other than a Spinco Benefit Plan (excluding any Business Benefit Plan providing severance or termination pay) immediately prior to the Effective Time Date, which shall be paid by TWDC in accordance with the terms and who continue to be employed by conditions of such Business Benefit Plans as if such Business employee terminated employment with the Surviving Corporation sponsor of or its subsidiaries immediately after participating employer in such Business Benefit Plan at the Effective Time (“Company Time. With respect to each of the collective bargaining agreements that currently cover one or more Business Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries agrees to take all actions necessary so that, effective at the Effective Time, Spinco shall assume and their respective affiliates before be bound by such agreements with respect to the date applicable Business Employees, or shall enter into substantially identical collective bargaining agreements with respect to the applicable Business Employees, in each case such that, among other things, Spinco shall assume and be bound by the obligations under such agreements to provide employee benefits to the applicable Business Employees in accordance with the terms thereof. The Company acknowledges that it shall have a duty to bargain, pursuant to the National Labor Relations Act, with any and all labor organizations certified or recognized as the bargaining representative for any Business Employees. Notwithstanding the foregoing, TWDC shall retain all liabilities under the current terms of the Merger Closing, collective bargaining agreements (i) relating to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit Business Benefit Plans for such service under any similar Company Benefit Plan (except collectively bargained Business Employees to the extent such service credit will result provided in the duplication Section 6.7(b) of benefits). In additionthis Agreement, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 retiree welfare benefit obligations (other than those for which Business Employees may meet the eligibility requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to following the Effective Time and for which Business Employees are intended to be taken into account pay the entire cost of coverage), and (iii) for all retiree welfare benefit obligations under which former employees under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable collective bargaining agreements are currently receiving benefits or are eligible to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersreceive benefits.

Employee Matters. (a) For purposes of eligibilityParent shall take such action as may be necessary so that at the Effective Time, vesting and the determination of levels of severance and vacation pay (butfor one year thereafter, for the avoidance officers and employees who are employed by the Company or any of doubtits Subsidiaries as of the Effective Time (collectively, the “Employees”) and who remain employed after the Closing by Parent or any of its Affiliates, including the Company or its Subsidiaries (collectively, the “Parent Group”), are provided base salary, base wages and annual and incentive compensation opportunities and employee benefits (excluding defined benefit, retiree health and equity-based compensation arrangements) that, in the aggregate, are substantially comparable to those made available by the Company or its applicable Subsidiary to such officers and employees immediately prior to the Effective Time. To the extent not duplicative of benefits, for purposes of any equity plan or benefit accruals eligibility to participate, calculation of benefits and vesting in all benefits provided by the Parent Group to the Employees, the Employees will be credited under any defined applicable Parent Group employee benefit pension plan), plan with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service was so recognized under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company analogous Employee Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately Subsidiaries prior to the Effective Time. The eligibility of any Employee to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time and who continue to be employed by Employees under any health plans of the Surviving Corporation Company or its subsidiaries immediately Subsidiaries shall, after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of service with taken into account in applying deductible and out-of-pocket limits applicable under the Company, the Company subsidiaries and their respective affiliates before the date health plans of the Merger Closing, Parent Group to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had had, when paid, been paid in accordance with under such New Plan; provided that such Company Employee provides evidence health plans of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersthe Parent Group.

Employee Matters. (a) For With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its subsidiaries in which any director, officer or employee of the Company or any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees with the Company or any Company Subsidiary that is reflected in the books and records of the Company, as the case may be, for vesting, eligibility and level of benefits purposes of eligibility(but not for accrual purposes, vesting except for vacation and the determination of levels of severance and vacation pay (butseverance, excluding, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under with respect to any defined benefit pension plan)plan or post-retirement or post-termination health, under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation medical or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”life insurance benefits) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employees will be eligible to participate after the Effective Time, in each case except to the extent that recognizing such service would result in a duplication of benefits. To the extent any Company Employee participated immediately before the replacement; and (ii) for purposes of each participates in a New Plan providing medical, dental, pharmaceutical and/or vision benefits to that is a welfare plan or arrangement of Parent or any Company Employeeof its subsidiaries following the Merger Closing Date (a “Parent Welfare Plan”), Parent shall and any of its subsidiaries will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition exclusions and actively-at-work requirements of limitations which otherwise would be applicable to such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan during comparable to such Parent Welfare Plan immediately prior to the portion Merger Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Merger Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan and (iii) co-payments and deductibles paid by Company Employees in the plan year prior to in which the Effective Time occurs to be taken into account under such New Plan credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan; provided, however, that Parent’s obligations under this clause (ii) shall be subject to its receipt of all deductiblenecessary information, co-insurancefrom either the Company or such Company Employee, co-payment and maximum out-of-pocket requirements applicable related to such employee amounts paid by such Continuing Employee. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and his or her covered dependents such course of treatment is not completed prior to the Merger Closing, Parent will use commercially reasonable efforts to arrange for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that transition care, whereby such Company Employee provides evidence may complete the applicable course of payment of such expenses treatment with the pre-Merger Closing physician or other service provider at “in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersnetwork” rates.

Employee Matters. (a) For purposes Seller and Purchaser shall cooperate in order to allow Purchaser to interview persons employed by Seller at the Transferred Banking Center as of eligibilitythe date of this Agreement (“Employees”) at a location and at a time during regular business hours reasonably convenient to Purchaser and Seller, vesting and Seller shall excuse such Employees from their duties for such interviews, so long as such interviews do not unduly interfere with the determination operations of levels of severance and vacation pay the Transferred Banking Center. Such interviews shall be scheduled for completion not later than thirty (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits 30) calendar days after the Effective Time under new Company Benefit Plans date of this Agreement. Purchaser shall offer at-will employment to such Employees as Purchaser determines (the “New PlansSelected Employees”) ). Purchaser’s job offers shall provide for hourly rates of pay or annual base salaries, as applicable, in amounts no less than those in effect for each Selected Employee as of the date of this Agreement, and for benefits no less beneficial in the aggregate than benefits offered by Purchaser to one or more of those similarly situated employees of Purchaser. Purchaser shall have no obligation to create new benefit plans or programs that would be comparable to any of Seller’s existing benefit plans. Subject to timely enrollment, if required, and to the Company and its subsidiaries extent permitted by the terms of any applicable insurance policies, Selected Employees who are actively employed become employees of Purchaser as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Transferred Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries ) and their respective affiliates before the date dependents, if any, shall, as of the Merger ClosingEffective Time, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participateparticipate in Purchaser’s welfare benefit plans, without any waiting timeand, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medicalmedical plan, dental, pharmaceutical and/or vision benefits without being subject to any Company Employee, Parent shall cause all pre-existing condition exclusions and or actively-at-work requirements limitations or exclusions. To the extent that a Transferred Employee becomes eligible to participate in an employee benefit plan maintained by Purchaser or one of its affiliates, Purchaser shall cause such plan to recognize the service of such New Plan Transferred Employee with the Seller and its subsidiaries (including any service recognized by Seller or its subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for purposes of eligibility and vesting, but not for benefit accruals or the rate of benefit accruals under the applicable Purchaser plan, unless otherwise provided herein. All Transferred Employees shall be waived subject to Purchaser’s paid time off (“PTO”) policies; provided that all such employees shall be given full credit for such employee pre-Closing years of service with Seller and his any of its subsidiaries (including any service recognized by Seller or her covered dependentsits subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for PTO accrual purposes under Purchaser’s PTO policy as it applies to PTO accrued after the Effective Time. Prior to the Closing Date, and Parent Seller shall cause any eligible expenses incurred by such employee and his pay Employees for all accrued but unpaid PTO or her covered dependents under a Company Benefit Plan during the portion of the plan year vacation time or floating holidays as applicable, earned prior to the Effective Time Closing Date. Benefits under Purchaser’s pension plans, if any, for Transferred Employees shall be determined solely with reference to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance service with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersPurchaser.

Employee Matters. (a) For From and after the Astro Effective Time, HoldCo and the Surviving Entities shall (i) recognize the applicable union(s) designated in Section 4.14(a) of the Company Disclosure Letter as the exclusive representative of the applicable bargaining unit referenced on such Schedule; (ii) continue to honor all Company Benefit Plans (including by adopting or otherwise continuing to honor all collective bargaining agreements and other contracts between the Company or any of its Subsidiaries and any labor union or other representative of employees) and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Astro Effective Time, including continuing to provide medical benefits under a HoldCo Plan (as defined below) to any Company retiree who is receiving medical benefits from the Company immediately prior to the date of this Agreement that are substantially similar to the benefits being received immediately prior to the Astro Effective Time; (iii) fully vest any Company Pension Plan participant in such participant’s pension benefit upon the occurrence of an Involuntary Termination that occurs within the earlier of one hundred eighty (180) days after the Closing Date or December 31, 2017; and (iv) cause any employee benefit plans and compensation arrangements established, maintained or contributed to by HoldCo, Parent or any of their Affiliates (including the Company and its Subsidiaries) that cover any of the Continuing Employees following the Closing (collectively, the “HoldCo Plans”) to (except to the extent prohibited by any collective bargaining agreement or obligation): (x) recognize the pre‑Closing service of participating Continuing Employees with the Company and its Subsidiaries for purposes of eligibility, vesting and the determination of levels of severance and vacation pay eligibility to participate (but, for the avoidance of doubt, but not for purposes of any equity plan or benefit accruals under any defined benefit pension planaccrual), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will would result in the a duplication of benefits for the same period, (y) with respect to any HoldCo Plan that provides medical benefits). In addition, waive any pre‑existing condition limitations for participating Continuing Employees, and without limiting the generality of the foregoing: (iz) provide credit to each Company participating Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans for amounts paid by such Continuing Employee prior to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan Closing during the year in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to Closing occurs under any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a analogous Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan same period for purposes of satisfying all deductibleapplying deductibles, co-insurance, co-payment payments and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with the terms of such New HoldCo Plan; provided provided, that nothing herein shall limit the right of the Company, HoldCo or the Surviving Entities to amend or terminate such Company Employee provides evidence of payment of such expenses plans, arrangements and agreements in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersaccordance with their terms.

Employee Matters. (a) For purposes On and after the Closing, Parent shall, and shall cause the Surviving Entity to, honor in accordance with their terms all severance obligations of eligibilitythe Company or any Company Subsidiary listed in Section 2.23(a) of the Company Disclosure Schedule, vesting except as may otherwise be agreed to by the parties thereto, and the determination Company or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section of levels the Company Disclosure Schedule, any amounts with respect to such severance obligations that are payable by their terms upon consummation of severance and vacation pay (butthe Merger, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after at the Effective Time under new Company Benefit Plans or on the Closing Date (collectively, the “Severance Amounts”) unless prior to the Closing any of the Severance Amounts are funded into the SPS Benefits Protection Trust (the “New PlansTrust”) ), in which case such funded Severance Amounts shall be payable to one or more of those such applicable officers and employees directly from the Trust. For the period through September 30, 2004, employees of the Surviving Entity and the Company and its subsidiaries Subsidiaries who are actively remain employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (the “Company Employees”) will continue to participate in the employee benefit plans (other than deferred compensation plans, supplemental retirement plans, management incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), each long range incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), performance incentive plans, severance plans (excluding severance obligations that Parent has agreed to honor in accordance with the immediately preceding sentence), and stock option plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. Thereafter, Parent shall, and shall cause the Surviving Entity to, provide the Company Employees with the types and levels of employee benefits no less favorable in the aggregate than those maintained from time to time by Parent or the Surviving Entity for similarly-situated employees of Parent or the Surviving Entity. Parent shall, and shall cause the Surviving Entity to, treat, and cause the applicable benefit plans to treat, the service of Company Employees with the Company or the Company Subsidiaries attributable to any period before the Effective Time as service rendered to Parent of the Surviving Entity for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Entity to not, treat any Company Employee as a “new” employee for purposes of any exclusions under any health or similar plan of Parent or the Surviving Entity for a pre-existing medical condition, and any deductibles and co-pays paid under any of the Company’s or any of the Company Subsidiaries’ health plans shall be credited towards deductibles and co-pays under the health plans of Parent or the Surviving Entity, if applicable. Parent shall, and shall cause the Surviving Entity to, make appropriate arrangements with his or her years its insurance carrier(s) to ensure such results. Notwithstanding the foregoing, Parent and the Company acknowledge that group health, prescription drug and dental benefit plans are subject to renewal effective January 1, 2004; that the Company will begin renewal negotiations and consideration of service with plan design changes prior to, but will not complete the Companyrenewal process by, the Company subsidiaries Effective Time; provided that the Effective Time has not occurred by January 1, 2004; and their respective affiliates before that market factors in recent years have created substantial volatility in group health, prescription drug and dental plan renewals. Therefore, Parent shall have the date right to make plan design changes in any or all of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except foregoing plans to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: reasonably necessary to keep premium increases for individual plans below ten percent (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii10%) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the 2004 plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersyear.

Employee Matters. (a) For purposes Until the later of eligibilityone (1) year following the Effective Time or December 31, vesting and 2017 (the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan“Continuation Period”), under Parent shall provide, or shall cause to be provided, to each individual who is employed by the compensation and benefit plans, programs agreements and arrangements Company or any of Parent, the Company, its Subsidiaries (including the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of Subsidiaries) immediately prior to the Effective Time (each, a “Company Employee”) annual base salary and who continue base wages, target annual cash bonuses (subject to the satisfaction of performance criteria determined by Parent, provided that such performance criteria shall be no less favorable than for other similarly situated employees of Parent and its Subsidiaries) and target long-term incentive compensation opportunities (which shall be in a form and subject in whole or in part to the satisfaction of performance criteria as determined by Parent, provided that the form of such awards and the performance criteria shall be no less favorable than for other similarly situated employees of Parent and its Subsidiaries) and employee benefits (excluding any voluntary elective deferral component of any nonqualified deferred compensation plan) that, in each case, are no less favorable in the aggregate than such annual base salary and base wages, target annual cash bonuses and target long-term incentive compensation opportunities and employee benefits provided to the Company Employees immediately prior to the Effective Time; provided, however, that annual cash bonus and any long-term incentive compensation opportunities shall not be required to be employed by the Surviving Corporation or its subsidiaries immediately after provided for performance periods commencing before January 1, 2017 and, if the Effective Time (“Company Employees”)occurs in 2017, each Company Employee shall any annual cash bonus opportunity may be credited with his or her years pro-rated based on days of service with during such performance period on and after the Company, the Company subsidiaries and their respective affiliates before the date Closing Date. Notwithstanding any other provision of the Merger Closing, this Agreement to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, contrary and without limiting the generality of the foregoing: (i) each , Parent shall or shall cause the Surviving Corporation to provide any Company Employee shall be immediately eligible whose employment terminates under circumstances entitling the Company Employee to participateseverance under the applicable Parent severance plan, without program or arrangement (or any waiting timesuccessor thereto) (collectively, the “Parent Severance Programs”) during the Continuation Period (including, for avoidance of doubt, any Company Employee whose employment terminates under such circumstances in an individual or one-off termination and regardless of whether any and all New Plans other employee is affected) or, with respect to the extent coverage Company Employees identified on Section 5.11(a) of the Company Disclosure Schedule, whose employment terminates for “Good Reason” (as defined in Section 5.11(a) of the Company Disclosure Schedule), and who signs a general release of claims on a form satisfactory to Parent, with severance benefits no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries under such New Plan replaces coverage under a comparable the Parent Severance Programs, and, for the avoidance of doubt, taking into account all of the Company Benefit Plan in which such Employee’s service with the Company Employee participated immediately before the replacement; and its Subsidiaries (iiand their predecessors) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision determining the levels of severance benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan be provided to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee under the Parent Severance Programs; provided, however, that no Company Employee who is covered by the Company Executive Severance Compensation Plan or any other severance plan or arrangement with the Company or its Subsidiaries that provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersfor more favorable severance payments and benefits than the Parent Severance Program shall be eligible for coverage under the Parent Severance Program.

Employee Matters. (A) Except with respect to the TCBI Employee Plans described in Section 7.13(D), or as otherwise agreed in writing by the Parties, to the extent requested by BFST in writing delivered to TCBI on or prior to the earlier of: (i) at least 20 Business Days before the Closing Date, or (ii) 10 Business Days prior to the commencement of any notice period required to effectuate the termination of such TCBI Employee Plan, TCBI or its appropriate Subsidiary will execute and deliver such instruments and take such other actions as BFST may reasonably require to cause the freeze, amendment or termination of any TCBI Employee Plan, with terms satisfactory to BFST and in accordance with all Legal Requirements, to be effective as of the Business Day immediately prior to the Closing Date or at any time thereafter in the sole discretion of BFST. The Parties recognize that some winding up of such TCBI Employee Plans may need to be completed following the Closing Date. BFST agrees that, with respect to the employees of TCBI and its Subsidiaries who continue their employment after the Closing Date (the “TCBI Employees”), for a period of twelve (12) months immediately following the Closing Date (or such shorter period if an applicable employee’s employment earlier terminates), BFST shall or shall cause its Subsidiaries, as applicable, to continue to provide (i) to each TCBI Employee, (a) For purposes a base salary or hourly wage rate, as applicable, and (b) annual cash bonus opportunity, if applicable, that is not less than the amount listed on Section 7.13(B) of eligibilitythe Schedules with respect to such TCBI Employee, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”ii) to one or more of those employees of the Company and its subsidiaries who TCBI Employees as a whole, benefits that are actively employed as of substantially comparable, in the aggregate, to the benefits provided to the TCBI Employees immediately prior to the Effective Time and who continue Time. BFST agrees that the TCBI Employees will be entitled, subject to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”Section 7.13(B), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to participate to the same extent as newly hired employees in the BFST Employee Plans, in accordance with the respective terms of such Company Employee was entitledplans and programs, before the date and BFST will take all actions reasonably necessary or appropriate to ensure coverage of the Merger ClosingTCBI Employees in such plans and programs from and after the Closing Date, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in that BFST desires to maintain the duplication effectiveness of benefits)any TCBI Employee Plan providing a substantially similar benefit. In additionthe latter circumstance, TCBI or its appropriate Subsidiary will execute and without limiting the generality deliver such instruments and take such other actions as BFST may reasonably require in furtherance of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 transfer of such New TCBI Employee Plan to be waived for such employee BFST on terms satisfactory to BFST and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory all Legal Requirements. The parties will cooperate to Parent, its affiliates, insurers or third-party service providerstake all actions necessary and appropriate to effectuate the plan to plan transfer.

Employee Matters. (a) For purposes As of eligibilitythe Effective Time, vesting and Parent shall provide the determination employees of levels the Company who are employed by Parent or one of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits its Subsidiaries after the Effective Time (the “Continuing Employees”) and their dependents, as applicable, with either, or a combination of, (a) comparable types and levels of employee benefits as those provided to similarly situated employees of Parent or its Subsidiaries and their dependents, as applicable, pursuant to the terms of the employee benefit arrangements of Parent (such arrangements the “Parent Benefit Arrangements”), or (b) benefits under new Company the Current Employee Benefit Plans, all or some of which Parent may continue to sponsor on and after the Closing Date (the “Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, as applicable, pursuant to clause (b) above, the Continuing Employees shall be entitled to participate in the Continued Plans from and after the Closing Date until such time that Parent suspends participation in or terminates such Continued Plans (the “New PlansTransition Period”); provided, that in any event, the Continuing Employees shall be entitled to participate in the Continued Plans for the remainder of the calendar year in which the Effective Time occurs. Upon the expiration of the Transition Period, the Continuing Employees shall then be entitled to participate in the Parent Benefit Arrangements. To the extent the Continuing Employees participate in a Parent Benefit Arrangement, Parent shall, for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) to one or more under such Parent Benefit Arrangement, provide that such Continuing Employees shall receive service credit under such Parent Benefit Arrangement for their period of those employees of service with the Company and its subsidiaries who are Subsidiaries and predecessors prior to the Effective Time, except where doing so would cause a duplication of benefits. Parent shall waive all limitations as to preexisting condition exclusions (or actively employed at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements in connection with the medical, dental and vision benefits that such Continuing Employees may be eligible to receive pursuant to a Parent Benefit Arrangement after the Effective Time. Parent shall also provide the Continuing Employees with credit for any co-payments, deductibles and offsets made pursuant to the applicable Current Employee Benefit Plans described in Section 3.19(f) for the purposes of satisfying any applicable deductible or out-of-pocket expenses under any Parent Benefit Arrangement in the calendar year, plan year or policy year (as applicable under the terms of immediately such Parent Benefit Arrangement) in which the Effective Time occurs. Any vacation or paid time off that is accrued and unused by a Continuing Employee prior to the Effective Time and who continue shall be credited to be employed by the Surviving Corporation or its subsidiaries immediately after such Continuing Employee following the Effective Time (“Company Employees”), each Company Employee and thereafter shall be credited with his carried forward subject to Parent’s policies and procedures. Nothing in this Section 5.10 shall be construed to limit the right of Parent or her years any of service with its Subsidiaries (including, following the CompanyClosing Date, the Company subsidiaries and their respective affiliates before the date of the Merger Closingits Subsidiaries) to amend or terminate any Continued Plan or other Employee Benefit Plan, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.10 be construed to prohibit Parent or any of its Subsidiaries (including, following the duplication Closing Date, the Company and its Subsidiaries) from terminating the employment of benefits)any particular Continuing Employee following the Closing Date. In addition, and without Without limiting the generality of the foregoingSection 8.7, nothing in this Section 5.10 shall: (ia) each Company Employee shall be immediately eligible to participate, without grant any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision rights or benefits to any Company EmployeePerson other than the Parties or (b) amend, or may be construed as amending, any Current Employee Benefit Plan, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Benefit Arrangement or any other employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersbenefit plan.

Employee Matters. (a) For purposes After the Closing Date, First Charter shall not maintain any GBC Benefit Plan that is an “employee pension benefit plan” in Section 3(2)(A) of eligibility, vesting ERISA and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals which is qualified under any defined benefit pension planCode Section 401(a), under and any such plan may be terminated or merged into similar plans maintained by First Charter. For the compensation and benefit plansone-year period following the Effective Time, programs agreements and arrangements First Charter shall, or shall cause its applicable Subsidiaries to, provide to those individuals actively employed by GBC or one of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after its Subsidiaries as of the Effective Time (collectively, the “Covered Employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the aggregate rates of base salary or hourly wage provided to such Covered Employees and the aggregate employee benefits and annual bonus opportunities provided to such Covered Employees under new Company the GBC Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of in effect immediately prior to the Effective Time and who continue Time; provided that nothing herein shall limit the right of First Charter or any of its Subsidiaries to be employed by terminate the Surviving Corporation employment of any Covered Employee at any time or require First Charter or any of its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, Subsidiaries to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under provide any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his benefits, rates of base salary or her covered dependents, and Parent shall cause hourly wage or annual bonus opportunities for any eligible expenses incurred period following any such termination. Except where such benefit is duplicated by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year substantially similar benefits provided by First Charter to its employees immediately prior to the Effective Time Closing Date, First Charter or any of its Subsidiaries shall continue to be taken into account under such New Plan provide any fringe benefits described on Section 3.11 of the GBC Disclosure Schedule to the respective Covered Employee for purposes a period of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan one year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersafter Closing.

Employee Matters. (a) For purposes During the period commencing at the Effective Time and ending on the first anniversary of eligibilitythe Effective Time, vesting and Parent shall provide, or shall cause the determination Surviving Corporation to provide, to each employee of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan Company or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, its Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any of their respective subsidiary and affiliate thereof providing benefits after Subsidiaries following the Effective Time under new Company Benefit Plans (collectively, the “New PlansCompany Employees”) for so long as such Company Employee remains employed by Parent or the Surviving Corporation during such period, (i) a base salary or base wage rate no less than that provided to one or more of those employees of the such Company and its subsidiaries who are actively employed as of Employee immediately prior to the Effective Time and who continue Time, (ii) a Target Cash Bonus Opportunity, with the actual amount of any Performance Bonus paid to such Company Employee to be employed determined by the Surviving Corporation or its subsidiaries immediately after business unit leader for the Effective Time (“legacy Company Employees”)business, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, subject to the same review and approval (not to be unreasonably withheld) by the Parent Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer, or, if applicable, Target Commission Opportunity, (iii) a Target Equity Incentive Opportunity, (iv) continued eligibility (to the extent as that such Company Employee was entitled, before eligible immediately prior to the date Effective Time) for the Company’s sabbatical program on the terms set forth on Section 5.5(a)-2 of the Merger ClosingCompany Disclosure Schedule, and (v) aggregate employee benefits (excluding benefits provided for in Section 5.5(a)(i)-(iv)) that are substantially comparable in the aggregate to credit those provided to such Company Employee immediately prior the Effective Time; provided that, notwithstanding the foregoing, (x) the Company Employees will be eligible to participate in the severance plan maintained by Parent with the material terms set forth on Section 5.5(a)-1 of the Company Disclosure Schedule (the “Parent Severance Plan”) and (y) Parent may cause the Company Employees to commence participation in Parent’s 401(k) plan and/or Parent’s plans providing for such service under any similar Company Benefit Plan (except medical, dental and vision insurance benefits, on terms that are the same as those provided to similarly situated employees of Parent and its Subsidiaries, prior to the extent such service credit will result in first anniversary of the duplication of benefits)Effective Time. In addition, and without limiting the generality of foregoing, from and after the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company EmployeeEffective Time, Parent shall cause honor, fulfill and assume all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents the obligations under a the Company Benefit Plan during the portion Plans set forth on Section 5.5(a)-2 of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductibleCompany Disclosure Schedule, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerstheir terms on the date hereof.

Employee Matters. (a) For From the Effective Time until the date that is twelve (12) months following the Effective Time, Parent shall, or shall cause the Surviving Corporation, to either (1) continue certain Benefit Arrangements, (2) permit employees of the Company and its Subsidiaries who continue employment with Parent or the Surviving Corporation following the Effective Time (“Continuing Employees”) and, as applicable, their eligible dependents, to participate in the employee welfare benefit plans, programs or policies (including any vacation, sick, personal time off plans or programs) of Parent or its affiliates and any plan of Parent intended to qualify within the meaning of Section 401(a) of the Code (collectively referred to as the “Parent Plans”), or (3) a combination of clauses (1) or (2); provided, however, that the employee welfare and retirement benefits provided to Continuing Employees and, as applicable, their eligible dependents are comparable in the aggregate to the employee welfare and retirement benefits maintained for and provided to Continuing Employees immediately prior to the Effective Time. To the extent that Parent elects to have Continuing Employees and their eligible dependents participate in the Parent Plans, and to the extent permitted by applicable Law, applicable Tax qualification requirements, and the terms and conditions of each such Parent Plan, and subject to any applicable break in service or similar rule, Parent shall, or shall cause the Surviving Corporation to: (A) recognize the prior service with the Company, including predecessor employers, of each Continuing Employee in connection with all Parent Plans in which Continuing Employees are eligible to participate for purposes of eligibility, eligibility to participate and vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, but not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements determination of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more level of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closingbenefits, to the same extent as that such Company Employee was entitledrecognition would result in duplication of benefits, before or to the date of the Merger Closing, to credit for extent that such service was not recognized under a comparable Benefit Arrangement); (B) cause any pre-existing conditions or limitations and eligibility waiting periods under any similar Company Benefit Plan (except group health plans of Parent or its affiliates to be waived with respect to Continuing Employees and their eligible dependents to the extent such service credit will result in Continuing Employees and their eligible dependents were not subject to such preexisting conditions and limitations and eligibility waiting periods under the duplication comparable Benefit Arrangement as of benefits). In additionthe time immediately preceding the Closing, and without limiting the generality (C) if any Benefit Arrangement of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans or its Subsidiaries that is a group health plan is terminated prior to the extent coverage end of such Benefit Arrangement’s plan year, provide each Continuing Employee with credit for any deductibles or out of pocket expenses paid under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan Arrangement during the portion of the plan year, in effect at the time Continuing Employees are transitioned to Parent Plans, that overlaps the plan year prior of the Parent Plans in satisfying any applicable deductible or out of pocket requirements under the Parent Plans in which such Continuing Employees are eligible to participate to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided same extent that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerswere recognized under the comparable Benefit Arrangement.

Employee Matters. AACLP (aor the applicable AAC Entity) For purposes shall terminate all of eligibilityits employees prior to the Closing Date in compliance with (to the extent applicable) the Worker Adjustment, vesting Retraining and Notification Act of 1988, as amended, including the giving of any notice thereunder, and under any applicable state laws requiring the giving of notice of terminations, layoffs, site closings or other comparable events. AACLP (or the applicable AAC Entity) shall satisfy all severance pay, vacation pay and other legal obligations with respect to its employees, including but not limited to any obligations under any employment contracts or employee benefit plans or programs, to the extent based on employment service rendered to AAC or any AAC Entity prior to the Closing Date. The Company shall have no liability or obligation to the AAC Entities or their employees to employ or offer employment to any employee of the AAC Entities or any group of employees of the AAC Entities. It is understood, however, that on or after the Closing Date, the Company may, in its sole and absolute direction, offer employment to those employees of AAC and the determination AAC Subsidiaries who, prior to Closing Date, worked as site employees. Nothing in this Agreement shall limit the Company from taking any action at any time after the Closing Date in respect of levels its employees or the terms and conditions of severance their employment. Any former employees of the AAC Entities ("Former AAC Employees") that are subsequently employed by the Company shall in general receive compensation on the same basis and vacation pay subject to same standards as the employees of the Company. In addition, all Former AAC Employees shall be eligible to participate in the same manner as other similarly situated employees of the Surviving Corporation who were formerly employees of the Company in 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 AAC or any of the AAC Subsidiaries (but, for the avoidance of doubt, not as applicable) shall be included for purposes of any equity determining eligibility to participate, vesting (if applicable) and entitlement to benefits. The medical plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, plans maintained by the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) shall waive all limitation as to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)preexisting conditions, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan waiting periods with respect to be waived for such employee participation and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket coverage requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersFormer AAC Employees.

Employee Matters. (a) For purposes of eligibilityFollowing the Closing Date, vesting Park Sterling shall maintain or cause to be maintained employee benefit plans and the determination of levels of severance and vacation pay (but, compensation opportunities for the avoidance benefit of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans employees (the “New Plans”as a group) to one or more of those employees of who are actively employed by the Company and its subsidiaries who Subsidiaries on the Closing Date (“Covered Employees”) during the period in which any such Covered Employee is employed by Park Sterling or its Subsidiaries following the Closing Date that, in the aggregate, are actively employed as of immediately prior substantially comparable to the Effective Time employee benefits and who continue compensation opportunities that are generally made available to be employed by the Surviving Corporation similarly situated employees of Park Sterling or its subsidiaries immediately after Subsidiaries (other than the Effective Time (“Company Employees”and its Subsidiaries), each as applicable; provided, that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Park Sterling or its Subsidiaries; and (ii) until such time as Park Sterling shall cause Covered Employees to participate in the employee benefit plans that are made available to similarly situated employees of Park Sterling or its Subsidiaries (other than the Company Employee and its Subsidiaries), a Covered Employee’s continued participation in a Company Benefit Plan shall be credited deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in any different Park Sterling plans may commence at different times). Notwithstanding the foregoing, following the Closing Date, Park Sterling shall provide Covered Employees (other than those Covered Employees that are paid commissions) (i) whose employment is terminated by Park Sterling without “cause” (as determined by Park Sterling consistent with its customary standards) during the six-month period following the Closing Date or (ii) who voluntarily resign after being notified that, as a condition of employment, his or her years base salary will be materially decreased, in any case after signing a customary release, with separation benefits in the form of continued payment of the Covered Employee’s base salary or base weekly wage rate (as in effect at the time of termination) in an amount equal to one week of his or her base salary or base weekly wage rate for each completed year of service with the Company; provided, however, that the Covered Employees (other than those Covered Employees that are paid commissions) shall be entitled to no less than four (4) weeks and no more than twenty-six (26) weeks of continued payment of his or her base salary or weekly wage rate, as applicable, and, provided, further, that Covered Employees that are paid commissions will be entitled to no severance. The Company subsidiaries shall, and their respective affiliates before shall cause its Subsidiaries to, take whatever action is necessary to terminate any and all other severance arrangements and to ensure that it and Park Sterling and its Subsidiaries have no other liability for any other severance payments (other than as set forth in this Section 6.9(a). The Company shall cooperate with Park Sterling to effectuate the date of foregoing, including Park Sterling’s and its Subsidiaries compliance with the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under Worker Adjustment Retraining and Notification Act or any similar Company Benefit Plan (except state or local Law. Nothing contained in this Section 6.9(a) shall be construed or interpreted to the extent such service credit limit or modify in any way Park Sterling’s and its Subsidiaries at-will result in the duplication of benefits)employment policy. In addition, and without limiting the generality of the foregoing: (iin no event shall severance pay payable under this Section 6.9(a) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company EmployeeCovered Employee who does not have an employment, Parent shall cause all prechange-existing condition exclusions and activelyin-at-work requirements of such New Plan to be waived for such employee and his control or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his severance agreement with Park Sterling or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to its Subsidiaries be taken into account in determining the amount of any other benefit (including an individual’s benefit under such New Plan for purposes any retirement plan, SERP or agreement). If, by reason of satisfying all deductiblethe controlling plan document, co-insurancecontrolling Law or otherwise, co-payment and maximum out-of-pocket requirements applicable severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersseverance pay.

Employee Matters. (a) For purposes of eligibilityFollowing the Closing Date, vesting Purchaser shall maintain or cause to be maintained employee benefit plans and the determination of levels of severance and vacation pay (but, compensation opportunities for the avoidance benefit of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans employees (the “New Plans”as a group) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior by Company and its Subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the Effective Time employee benefits and who continue compensation opportunities that are generally made available to be employed by the Surviving Corporation similarly situated employees of Purchaser or its subsidiaries immediately after Subsidiaries (other than Company and its Subsidiaries) (collectively, the Effective Time (“Company EmployeesPurchaser Plans”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: applicable; provided that (i) each Company in no event shall any Covered Employee shall be immediately eligible to participate, without any waiting time, participate in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacementclosed or frozen Purchaser Plan; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent until such time as Purchaser shall cause all pre-existing condition exclusions Covered Employees to participate in the Purchaser Plans, a Covered Employee’s continued participation in employee benefit plans and actively-at-work requirements compensation opportunities of such New Plan Company and its Subsidiaries shall be deemed to be waived for such employee and his satisfy the foregoing provisions of this sentence (it being understood that participation in the Purchaser Plans may commence at different times with respect to each Purchaser Plan). Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall, or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a the Surviving Company Benefit Plan during to maintain the portion of the plan year prior to Company’s Reduction in Force Severance Policy (as amended) without amendment following the Effective Time (the “Company Severance Plan”) and provide each Covered Employee whose employment is terminated (other than under circumstances that constitute a termination for “cause” or who are not otherwise party to an individual agreement that provides for severance pay) during the one-year period following the Effective Time with severance under the Company Severance Plan. ; provided that, the severance benefits provided to a terminated Covered Employee shall be taken determined without taking into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable any reduction after the Effective Time in compensation paid to such employee Covered Employee and his may be conditioned on the Covered Employee signing a separation and general release agreement in the form reasonably acceptable to Purchaser. In addition, Purchaser shall, or her covered dependents for shall cause the applicable plan year Surviving Company to, honor the obligations with respect to Company’s retiree medical program as if such amounts had been paid set forth in accordance with such New Plan; provided that such Section 6.5(a) of the Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersDisclosure Schedule.

Employee Matters. (a) For purposes of eligibilityWxxxxxx, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, as the Surviving Corporation or any respective subsidiary Corporation, shall provide the employees of Sterling and affiliate thereof providing benefits after its Subsidiaries as of the Effective Time under new Company Benefit Plans (the “New PlansContinuing Employees”), during the period commencing at the Effective Time and ending on the first anniversary thereof (the “Continuation Period”), for so long as they are employed following the Effective Time, with the following: (i) to one annual base salary or more of those employees of wages, as applicable, that are no less than the Company and its subsidiaries who are actively employed as of annual base salary or wages in effect for each such Continuing Employee immediately prior to the Effective Time Time; (ii) target cash incentive opportunities that are no less favorable than those provided to similarly situated employees of Wxxxxxx and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after Subsidiaries; provided, that, if the Effective Time (“Company occurs in calendar year 2021, the Continuing Employees”), each Company Employee ’ target cash incentive opportunities for such year shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, no less favorable than those provided to the same extent as each such Company Continuing Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time; and (iii) (x) all employee statutory entitlements; and (y) all employee benefits (other than severance which will be provided as set forth in the last sentence of this Section 6.6(a)) and other compensation that are substantially comparable in the aggregate to those provided to similarly situated employees of Wxxxxxx and its Subsidiaries; provided, that, with respect to clause (iii), until such time as Wxxxxxx fully integrates the Continuing Employees into its plans, participation in the Sterling Benefit Plans (other than severance) shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in the plans of Wxxxxxx and its Subsidiaries on different dates following the Effective Time with respect to different plans. During the Continuation Period, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances shall be taken into account provided severance benefits under such New the applicable Sterling Benefit Plan for purposes set forth in Section 6.6(a) of satisfying all deductiblethe Sterling Disclosure Schedule, co-insurance, co-payment and maximum out-of-pocket requirements applicable subject to such employee employee’s execution (and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence non-revocation) of payment a release of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersclaims.

Employee Matters. (a) For purposes Buyer may offer employment upon such terms and conditions of eligibilityemployment as Buyer may establish, vesting and to certain of the determination employees of levels Employer who primarily perform services with respect to the operation of severance and vacation pay (butthe Business as of the Closing Date; provided, for that if, prior to the avoidance of doubtdate which is 180 days after the Closing Date, not for purposes Buyer terminates the employment of any equity plan or benefit accruals under any defined benefit pension planemployee listed on Schedule 5.13(d) employed by Buyer as of the Closing Date other than "for cause" as described in the Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (the "Severance Plan"), under Buyer shall pay to such terminated employee the compensation severance benefit payments which such employee would have been entitled to receive had it been terminated by Employer as of the Closing Date in an amount and benefit plansupon such terms as set forth in the Severance Plan (but in no event more than six months' severance benefits for any employee); provided, programs agreements and arrangements of Parentfurther, the Company, the Surviving Corporation Buyer shall not be required to make any such severance payments with respect to any employee who is hired by TCI or any respective subsidiary and affiliate thereof providing benefits after of its direct or indirect wholly-owned subsidiaries (including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to Seller a notice containing the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more names of those employees of the Company and its subsidiaries who are actively employed as of immediately prior Business to whom Buyer intends to offer employment on the Effective Time and who continue Closing Date (the "Employee List"); provided, that (i) if the Closing has not occurred, Buyer may deliver to be employed by Seller a notice updating the Surviving Corporation or its subsidiaries immediately Employee List on the date which is 150 days after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; this Agreement and (ii) for purposes of each New Plan providing medicalif the Termination Date is extended by Seller, dental, pharmaceutical and/or vision benefits Buyer may deliver to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under Seller a Company Benefit Plan during the portion of the plan year notice no later than 60 Business Days prior to the Effective Time extended Termination Date updating the Employee List; provided, however, that any notice delivered by Buyer updating the Employee List shall not be deemed effective if the Closing occurs fewer than 60 Business Days after delivery to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment Seller of such expenses in a form updated Employee List. TCI shall cause Employer to terminate the employment of all such employees hired by Buyer as of the Adjustment Time. Seller shall undertake to provide to all affected employees and any other necessary persons any notice that is reasonably satisfactory may be required under the WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to Parentthe Adjustment Time relating to employees, its affiliates, insurers or third-party service providersincluding severance obligations.

Employee Matters. (a) For From the Acceptance Time through no earlier than December 31 of the calendar year following the calendar year in which the Closing Date occurs (the “Continuation Period”), the Company or, if after the Effective Time, the Surviving Corporation shall cause each individual who is employed by the Company and any Company Subsidiary immediately before the Acceptance Time (each, a “Continuing Employee”) to be provided with (i) base compensation and bonus or incentive opportunities that are no less favorable in the aggregate than the base compensation and bonus or incentive opportunities (including value attributable to equity-based compensation) provided to such Continuing Employee immediately prior to the Acceptance Time and (ii) employee benefits that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Acceptance Time. Except to the extent necessary to avoid the duplication of benefits, the Company or, if after the Effective Time, the Surviving Corporation shall recognize the service of each Continuing Employee prior to the Acceptance Time as if such service had been performed with Parent or its Affiliates (A) for all purposes under the Company Benefit Plans maintained by the Company or the Surviving Corporation or their respective Affiliates after the Acceptance Time (to the extent such plans, programs or agreements are provided to Continuing Employees), (B) for purposes of eligibility, eligibility and vesting under any employee benefit plans and programs of the Company or the Surviving Corporation or their respective ERISA Affiliates other than the Company Benefit Plans (the “Surviving Corporation Plans”) in which the Continuing Employee participates after the Acceptance Time and (C) for purposes of determination of benefit accruals and benefit levels of with respect to vacation, paid time off and severance and vacation pay under any Surviving Corporation Plan in which the Continuing Employee participates after the Acceptance Time (butexcluding, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals accrual under any defined benefit pension planplans and non-qualified retirement plans), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), in each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, case to the same extent as such Continuing Employee’s service was recognized by the Company Employee was entitled, before and the date of Company Subsidiaries under the Merger Closing, to credit for such service under any similar corresponding Company Benefit Plan (except to in which such Continuing Employee participated immediately before the extent such service credit will result in the duplication of benefits)Acceptance Time. In addition, and without limiting the generality of the foregoing: (i) , each Company Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Surviving Corporation Plans to the extent coverage under any such New Plan plan replaces coverage under a comparable Company Benefit Plan benefit plan in which such Company Continuing Employee participated participates immediately before the replacement; and (ii) for purposes Acceptance Time. For the avoidance of each New Plan providing medicaldoubt, dentalfollowing the Acceptance Time, pharmaceutical and/or vision benefits neither the Company nor the Surviving Corporation shall have any obligation to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior grant equity awards to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersContinuing Employees.

Employee Matters. (a) For purposes 6.5.1 Prior to the Closing Date, Purchaser shall offer employment to the Business Employees listed on Schedule 6.5.1 and consulting or services engagements to the Business’ Contractors listed on Schedule 6.5.1. Effective on the later of eligibilitythe Closing Date or the date on which each Transferred Employee or Contractor commences employment or engagement by Purchaser, vesting as the case may be, Purchaser shall provide, or shall cause to be provided to, such Transferred Employee or Contractor, as the case may be, compensation, employee benefits, title, duties and responsibilities, location for performance of duties, credit for years of service, and terms and conditions of employment or consulting engagement that are substantially similar, in the aggregate, as Purchaser provides to similarly-situated employees or contractors of Purchaser. Effective on the later of the Closing Date or the date on which a Transferred Employee commences employment by Purchaser, to the extent permitted by Law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the determination approval of levels any insurance carrier, third party provider or the like with reasonable best efforts of severance and vacation pay (butPurchaser, such Transferred Employee shall receive credit for his service with Seller prior to the avoidance of doubt, not Closing for purposes of any equity plan or eligibility to participate and vesting (but not for benefit accruals under any defined benefit pension plan), accrual purposes) under the compensation and employee benefit plans, programs agreements plans and arrangements of ParentPurchaser, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except but only to the extent such service was given credit will result in under the duplication of benefits)Seller Benefit Plans. In addition, and without limiting the generality Notwithstanding any of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans foregoing to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before contrary, none of the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits provisions contained herein shall operate to duplicate any benefit provided to any Company EmployeeTransferred Employee or the funding of any such benefit. Subject to the approval of any insurance carrier, Parent shall third party provider or the like with reasonable best efforts of Purchaser, Purchaser will also cause all (A) pre-existing condition exclusions conditions and actively-at-work requirements proof of insurability provisions, for all conditions that each Transferred Employee and his covered dependents have as of the later of the Closing Date or the date on which such New Plan Transferred Employee commences employment by Purchaser, and (B) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived for in the case of clause (A) or clause (B) with respect to such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior Transferred Employee to the Effective Time to be taken same extent waived or satisfied under Seller’s Employee Benefit Plans; provided, however, that nothing in this sentence shall limit the ability of Purchaser from amending or entering into account under new or different employee benefit plans or arrangements provided such New Plan for purposes of satisfying all deductibleplans or arrangements treat the Transferred Employees or Contractors, co-insuranceas the case may be, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers substantially similar manner as employees or third-party service providerscontractors of Purchaser are treated.

Employee Matters. (a) For purposes of eligibilityDuring the period commencing at the Effective Time and ending on December 31, vesting and 2022 (the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan“Continuation Period”), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, Parent shall or shall cause the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) one of its Subsidiaries, as applicable, to one or more of those employees provide to each employee of the Company and its subsidiaries who are actively Subsidiaries, for so long as such employee remains employed as of by Parent or its Subsidiaries during the Continuation Period (collectively, the “Company Continuing Employees”) with (i) at least the same annual base salary or wage rate provided to such employee by the Company or the Company Subsidiaries immediately prior to the Effective Time Time, (ii) the opportunity to earn at least the same economic value for the short term incentives provided to such employee by the Company or the Company Subsidiaries in respect of calendar year 2021 (iii) continuing medical, dental, vision, disability and who continue life insurance benefits that are no less favorable than those provided under the Parent Benefit Plans for similarly situated employees of the Parent or any of its Subsidiaries, and (iv) the same severance and post-termination benefits that a Company Continuing Employee would have received for a termination of employment immediately prior to the Effective Time. Each Company Continuing Employee shall retain all of such Company Continuing Employee’s accrued but unpaid vacation, sick time or other paid time off as of the Effective Time, to be employed administered in accordance with the policies in effect when such vacation or other paid time off is used during 2022 by each such Company Continuing Employee. With respect to the Surviving Corporation continuing medical, dental, vision, disability and life insurance benefits under this Section 5.8(a), Parent shall cause the applicable Parent Benefit Plan to: (x) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Company Continuing Employees, to the extent such pre-existing conditions, exclusions or its subsidiaries waiting periods were satisfied under the similar Company Benefit Plan in effect immediately after prior to the Effective Time Time; and (“y) provide each such Company Employees”), each Company Continuing Employee shall be credited with his or her years of service with the Company, the Company subsidiaries credit for any co-payments and their respective affiliates before the date of the Merger Closing, deductibles paid (to the same extent as such Company Employee credit was entitled, before given for the date of year under the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be effect immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of Time) in satisfying all deductible, co-insurance, co-payment and maximum any applicable deductible or out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersrequirements.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity With respect to each employee benefit plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Companyprogram or service-based policy maintained by Purchaser, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after their Affiliates following the Effective Time under new Company Benefit Plans (and in which any of the “New Plans”) to one or more of those employees of the Company and its subsidiaries Subsidiaries (the “Company Employees”) who continue to be employed by Purchaser, the Surviving Corporation or their Affiliates after the Effective Time, excluding any employees who are actively employed covered by a collective bargaining agreement (the “Continuing Employees”), participate after the Effective Time (the “Purchaser Plans”), for purposes of determining eligibility to participate, vesting and benefit accrual (but not with respect to calculation or accrual of benefits under any defined benefit program), service with the Company and its Subsidiaries prior to the Effective Time (or predecessor employers to the extent the Company and its Subsidiaries provide past service credit) shall be treated as if such service were with Purchaser and its Subsidiaries to the same extent that such service was recognized by the Company and its Subsidiaries immediately prior to the Effective Time under the comparable Company Plan; provided, that such crediting of service does not result in any duplication of benefits. Purchaser shall in accordance with applicable Law, and shall otherwise use its commercially reasonable efforts to, ensure that each applicable Purchaser Plan that is a group health plan shall waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations to the extent (i) similar limitations are already in effect with respect to a Continuing Employee that have been satisfied or waived under the corresponding Company Plan immediately prior to the Effective Time or not included under the corresponding Company Plan immediately prior to the Effective Time and who continue (ii) permitted by the applicable insurance policy or otherwise under the Purchaser Plan. Prior to the Effective Time, if requested by Purchaser in writing, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, the Company shall (i) cause to be employed by amended the Surviving Corporation or employee benefit plans and arrangements of it and its subsidiaries immediately after Subsidiaries to the extent necessary to provide that no employees of Purchaser and its Subsidiaries shall commence participation therein following the Effective Time (“Company Employees”), each Company Employee shall be credited with his unless Purchaser or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for Subsidiary explicitly authorizes such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; participation and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any cause the Company Employee, Parent shall cause all pretax-existing condition exclusions and actively-at-work requirements of such New Plan qualified 401(k) plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year terminated effective immediately prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersTime.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”i) to one or more of those employees of the Company and its subsidiaries Seller shall cause all Business Employees who are actively employed as of not Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date; (ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to the Effective Time and who continue Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time receive a Post-Closing Offer at least fifteen (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, 15) Business Days prior to the same extent as such Company Employee was entitled, before the date completion of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication individual elements of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacementTransition Services Agreement; and (iiiii) for purposes of each New Plan providing medicalBuyer may, dentalin its sole discretion, pharmaceutical and/or vision benefits issue a Post-Closing Offer to any Company Employeeof the remaining TSA Support Employees, Parent which shall cause all be issued at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre-existing condition exclusions employment screening processes, including with respect to any applicable background checks and activelydrug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-atsituated prospective employees of Buyer and its Affiliates. Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Post-work requirements Closing Employer; provided that with respect to any Business Employee who, as of the Closing Date, is not active and is receiving wage replacement benefits (except as provided in Section 5.6(t) with respect to workers’ compensation benefits), such offer of employment shall be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such New Plan to be waived for payment or (y) the amount such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by would have received if such employee and his had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or her covered dependents under a Company Benefit Plan during the any portion of the plan year prior Business Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductibleTransition Services Agreement or a separate employee leasing agreement, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents with Buyer reimbursing Seller for the applicable plan year as if costs of continuing to employ such amounts had been paid employees during such period in accordance with such New Plan; agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that such Company the Continuation Period for any TSA Support Employee provides evidence shall be measured from the actual Closing Date rather than the end of payment the leasing period. Buyer shall cause each Business Employee to complete a USCIS Form I-9 at the time of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or thirdemployment with Post-party service providersClosing Employer.

Employee Matters. (a) For purposes Each person who shall continue as an employee of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately shall, after the Effective Time Time, be an at-will employee of Parent or Surviving Corporation to the extent permitted by applicable Law (“Company Employees”a "Continuing Employee"), ; provided that each Company employee employed in the United States shall provide proof of the right to work in the United States. Each Continuing Employee shall be credited eligible to receive benefits (such as medical benefits, bonuses and 401(k)) maintained for employees of Parent consistent with Parent's employment policies. To the extent permitted by law and applicable tax qualification requirements and subject to any generally applicable break in service or similar rule, each Continuing Employee shall be given credit, for the purpose of any service requirements for participation eligibility, or vesting, for his or her years period of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent continuous coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year benefit plans prior to the Effective Time to the extent permitted by Parent's benefit programs and consistent with Parent's employee benefit plans. No Continuing Employee, or any or his or her eligible dependents, who, at the Effective Time, are participating in a Company group health plan shall be taken into account excluded from Parent's group plan, or limited in coverage thereunder, by reason of any waiting period restriction or preexisting condition limitation to the extent permitted by Parent's employee benefit plans and the insurance carrier or provider. To the extent consistent with law and applicable tax qualification requirements, Parent shall use its commercially reasonable efforts to ensure that each Continuing Employee shall receive credit under such New Plan the Parent group health plan in which the Continuing Employee participates (for purposes the purpose of satisfying all deductible, co-insurance, co-payment and maximum any annual out-of-pocket requirements applicable limitations) for any deductibles or co-payments that such individual has paid or has been charged with under any Company group health plan during the calendar year in effect at the Effective Time to such employee and his or her covered dependents for the extent consistent with the applicable plan year policies of the insurance carrier or other provider. In furtherance of the foregoing, the Company shall terminate all employment agreements and other arrangements with its employees effective as if of the Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such amounts had been paid benefit. The Company shall obtain a written release of claims against the Company in accordance with such New Plan; provided that such the form attached hereto as Exhibit D from each of the terminated employees and the Indemnifying Officer as well as any other officers and directors of the Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory as to Parent, its affiliates, insurers all claims arising on or third-party service providersbefore the Closing Date.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (butSubject to applicable Law, for a period of one (1) year following the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the AHL Effective Time under new Company Benefit Plans or such shorter period as an AHL Employee remains an employee of AHL Surviving Entity or its Subsidiaries following the AHL Effective Time (the “New PlansContinuation Period”), Tango Holdings shall provide, or shall cause AHL Surviving Entity (or in the case of a transfer of all or substantially all the assets and business of AHL Surviving Entity, its successors and assigns) to one provide, to each individual who is employed by AHL or more any of those employees of the Company and its subsidiaries who are actively employed as of Subsidiaries immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the AHL Effective Time (each, an “Company EmployeesAHL Employee”), an annual rate of base salary and total direct target compensation opportunity (base salary plus target annual incentive compensation, but excluding any equity or long-term incentive compensation) that are each Company no less favorable than the base salary and total direct target compensation opportunity provided to such AHL Employee by AHL and any of its Subsidiaries immediately prior to the AHL Effective Time. During the Continuation Period, Tango Holdings shall be credited provide, or shall cause AHL Surviving Entity to provide, the AHL Employees with his employee benefits (excluding any equity or her years long-term incentive compensation, severance benefits, retiree welfare benefits and defined benefit pension plans) that are no less favorable in the aggregate than those provided to similarly situated employees of Tango Holdings or any of its Subsidiaries. With respect to all employee benefit plans of AHL Surviving Entity and its Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation and paid time-off but excluding any severance, equity or long-term incentive compensation), for purposes of determining eligibility to participate, level of benefits and vesting, each AHL Employee’s service with AHL or any of its Subsidiaries (as well as service with any predecessor employer of AHL or any such Subsidiary, to the extent service with the Company, the Company subsidiaries and their respective affiliates before the date predecessor employer was recognized by AHL or such Subsidiary as of the Merger ClosingAHL Effective Time in accordance with past practice) shall be treated as service with AHL Surviving Entity or any of its Subsidiaries (or in the case of a transfer of all or substantially all the assets and business of AHL Surviving Entity, to the same extent as such Company Employee was entitledits successors and assigns); provided, before the date of the Merger Closinghowever, to credit for that such service under any similar Company Benefit Plan (except need not be recognized to the extent that such service credit will recognition would result in the any duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence same period of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersservice.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after a period beginning at the Effective Time under new Company Benefit Plans (and ending on the “New Plans”) to one or more later of those January 1, 2007, and the date that the employees of the Company who are employed primarily in the United States and who remain in the employment of the Surviving Corporation and its subsidiaries who Subsidiaries following the Effective Time (the “Continuing Employees”) commence participation in the employee benefit plans maintained by Parent and its Subsidiaries (such period, the “Continuation Period”), the Continuing Employees shall receive employee benefits that, in the aggregate, are actively employed as of substantially comparable to the employee benefits provided under the Company’s employee benefit plans to such employees immediately prior to the Effective Time and who continue to be employed by Time; provided that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation (except to the extent provided below in this Section 5.09(a)) to issue or adopt any plans or arrangements providing for the issuance of shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided further that no plans or arrangements of the Company or any of its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee Subsidiaries providing for such issuance shall be credited with his or her years taken into account in determining whether employee benefits are substantially comparable in the aggregate and instead, in the event that the Continuation Period covers the time that Parent makes its regular annual equity compensation grants to employees of service with the CompanyParent and its Subsidiaries for 2007, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, Continuing Employees shall be entitled to equity compensation opportunities at such time to the same extent as such Company Employee was entitledother similarly situated employees of Parent and its Subsidiaries. Following the Continuation Period, before the date of Continuing Employees shall be entitled to participate in the Merger Closingemployee benefit plans maintained by Parent and its Subsidiaries (including equity-based and equity-related plans, to credit for such service under but excluding any similar Company Benefit Plan (except defined benefit pension plans and any post-employment health and other post-employment welfare plans) to the same extent such service credit will result in the duplication as other similarly situated employees of benefits). In addition, Parent and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersSubsidiaries.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (butParent shall, for a period of 12 months immediately following the avoidance of doubtEffective Time, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, cause the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) its Subsidiaries to one or more of those provide employees of the Company and its Subsidiaries other than those covered by Company CBAs (the “Company Employees”) with (i) the same level of base salary as in effect on the Effective Time and (ii) employee benefit plans, programs, contracts and arrangements that are no less favorable, in the aggregate, than similar employee benefit plans, programs, contracts and arrangements provided by the Company and its subsidiaries who are actively employed as to Company Employees prior to the Effective Time. Parent or one of immediately its Affiliates shall recognize the service of Company Employees with the Company prior to the Effective Time as service with Parent and its Affiliates in connection with any tax-qualified pension plan, 401(k) savings plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or one of its Affiliates which is made available following the Effective Time by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility and benefit entitlement (but excluding benefit accruals); provided, however, that with respect to any defined benefit pension plan maintained by Parent or one of its Affiliates in which any such Company Employee participates following the Effective Time, such service credit shall be measured from the earliest date that such employee commenced participation in a tax-qualified pension or savings plan maintained by the Company or one of its Affiliates. Parent shall or, as appropriate, shall cause the Surviving Corporation to (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Effective Time by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its subsidiaries during the portion of the relevant plan year including the Effective Time. In the event Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Surviving Corporation or Parent, as applicable, honor all the Company’s employment, severance, termination and deferred compensation Contracts as in effect at the Effective Time, in accordance with the terms thereof. Notwithstanding the above, nothing in this Agreement shall alter the employment status of employees who continue to be are employed by on an at-will basis, and nothing herein shall require the Surviving Corporation or its subsidiaries immediately after Subsidiaries to continue the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years employment of service with any person for any specific period following the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersClosing Date.

Employee Matters. As of and subsequent to the Effective Time, Parent shall: (a) For assume and honor employee bonus plans, change in control and severance plans and agreements and other retention plans and agreements listed in Section 4.18(a) of the Company Disclosure Schedule; (b) for a period of not less than twelve (12) months after the Effective Time, provide the employees of the Company or its Subsidiaries as of immediately prior to the Effective Time who continue to be employed by Parent, the Surviving Corporation and/or its Subsidiaries on and after the Effective Time (the “Covered Employees”) terms and conditions of employment, base compensation, incentive opportunities, severance and aggregate other benefits (including retirement, group health, life, disability and vacation) that are not less favorable to each Covered Employee, as provided by the Company or its Subsidiaries to such Covered Employee immediately prior to the Effective Time; provided, that long-term incentive levels shall remain in effect through the 2017 grant period; (c) provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and the determination of levels of severance and vacation pay benefits (but, for the avoidance of doubt, but not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the compensation Surviving Corporation and/or their Subsidiaries in which Covered Employees are eligible to participate (the “Parent Plans”) for all periods of employment with the Company or its Subsidiaries (or any predecessor entities) prior to the Effective Time, and benefit plans, programs agreements and arrangements of with Parent, the Company, the Surviving Corporation and any of their Subsidiaries or any respective subsidiary Affiliates on and affiliate thereof providing benefits after the Effective Time Time; (d) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under new Company Benefit Plans (any Parent Plan to be waived with respect to the “New Plans”) Covered Employees and their eligible dependents, to one or more of those employees of the Company and its subsidiaries who are actively employed as of extent waived under the corresponding plan in which the applicable Covered Employee participated immediately prior to the Effective Time Time; and who continue to be employed by (e) give the Surviving Corporation or its subsidiaries immediately after Covered Employees and their eligible dependents credit for the plan year in which the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years commencement of service with participation in a plan of Parent or the Company, the Company subsidiaries Surviving Corporation) occurs towards applicable deductibles and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit annual out-of-pocket limits for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes (or the date of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents commencement of participation in any Parent Plan). The provisions of this Section 7.06 are solely for the applicable plan year benefit of the parties to the Agreement. No Covered Employee (including any beneficiary or dependent thereof) or any other Person shall be regarded for any purpose as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersbeneficiary of the Agreement, and no provision of this Section 7.06 shall create such rights in any such Persons. Nothing herein shall guarantee employment for any period of time or preclude the ability of Parent to terminate the employment of any Covered Employee at any time and for any reason, require Parent to continue any Employee Plans or other employee benefit plans or arrangements or prevent the amendment, modification or termination thereof after the Effective Time or amend any Employee Plans or other employee benefit plans or arrangements. Following the Effective Time, Parent will implement a retention program for Company employees consistent with the terms set forth on Schedule 7.06 and containing such additional terms as are not inconsistent therewith.

Employee Matters. Newco shall maintain without substantive modification for a period of one year following the Effective Time those Enron Benefit Plans that are tax qualified (a"tax qualified plans") For purposes under Sections 401(a) and 501(a) of eligibility, vesting and the determination Code. The active or former employees of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits Enron who after the Effective Time participate in a tax qualified plan sponsored or maintained by Newco or its U.S. federal income tax consolidated Subsidiaries (collectively, "Newco Group") will receive credit for service under new Company Benefit Plans (the “New Plans”) to one or more such plan, but only for purposes of those employees of the Company eligibility and its subsidiaries who are actively employed vesting, as of immediately if service with Enron prior to the Effective Time had been service with Dynegy. From and who continue after the Effective Time, Enron employees, excluding those covered by collective bargaining agreements, will be provided severance benefits that are at least comparable in all respects to the severance benefits provided by Dynegy under its severance benefit plans and arrangements for similarly situated employees. For purposes of the foregoing obligation regarding severance, the term "severance benefit plans and arrangements" shall not include any individually negotiated agreements. The foregoing notwithstanding, nothing in this Section 7.16 shall obligate Dynegy to provide severance benefits if an employee is offered a comparable position, benefits and salary with a third-party purchaser of the business operation in which the employee works without regard to the form of the third-party purchase transaction. Enron Benefit Plans that are employee welfare benefit plans within the meaning of section 3(1) of ERISA, other than severance pay plans, shall be employed by the Surviving Corporation or its subsidiaries immediately maintained for one year after the Effective Time without substantive change in either benefits provided or classes of employees covered; provided that such plans may be modified in accordance with past practice to take into account customary periodic design adjustments and employee premium costs to reflect experience and change in the law and provided that Enron employees may be provided medical benefits under the Dynegy medical benefit plans and arrangements for similarly situated employees commencing as of the January 1 immediately following the Effective Time. Enron employees who on or after the Effective Time become eligible for health care benefits under plans other than Enron Benefit Plans, if other than at the end of an annual coverage period under the analogous or correlative Enron Benefit Plan providing similar health benefits, shall under such plans be granted credit for co-pays, deductibles and the like applicable under the Enron Benefit Plan and shall not be subject to any preexisting condition exclusion that was not applicable under the Enron Benefit Plan. With respect to sick pay, severance pay and vacation time from and after the Effective Time, (“Company Employees”), each Company Employee shall be credited with his or her i) to the extent benefits are dependent upon years of service and/or compensation criteria, service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year compensation received from Enron prior to the Effective Time to shall be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year credited as if such amounts it had been paid service with Dynegy and (ii) no Enron employee who was active at the Effective Time shall have his annual vacation entitlement reduced for a one-year period following the Effective Time. Enron may in accordance with such New Plan; its discretion continue its present retiree medical program and its existing portable medical program until the Effective Time, provided that such Company Employee provides evidence of payment of such expenses in a form that there is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersno substantive change.

Employee Matters. (a) For purposes Until the first anniversary of eligibility, vesting and the determination of levels of severance and vacation pay Effective Time (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan"Benefits Continuation Period"), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation Entity shall pay or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) cause to one or more of those employees be paid to each employee of the Company and its subsidiaries the Company Subsidiaries who are actively employed continues as an employee of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries Subsidiaries or the Surviving Entity during the Benefits Continuation Period (the "Continuing Employees") a base salary at a rate not less than the rate of such base salary in effect at the Effective Time. During the Benefits Continuation Period, the Surviving Entity shall provide or cause to be provided an incentive compensation opportunity not less than the incentive compensation opportunity in effect at the Effective Time. The Surviving Entity shall also provide or cause to be provided to any Continuing Employee during the Benefits Continuation Period medical benefits and other welfare benefit plans, programs and arrangements (i) that are substantially comparable to those provided under the Company Benefit Plans as in effect at the Effective Time; (ii) which are substantially comparable to those provided to management employees of the Parent or its Subsidiaries; or (iii) any combination of the foregoing; provided that (x) with respect to Continuing Employees who are subject to collective bargaining or employment agreements (including change in control agreements), compensation, benefits and payments shall be provided in accordance with such agreements, and the Surviving Entity expressly assumes such collective bargaining or employment agreements (including change in control agreements) and (y) during the Benefits Continuation Period, the Surviving Entity shall pay, subject to such terms and conditions as it shall establish, any such Continuing Employee whose employment is involuntarily terminated by the Parent, the Surviving Entity or any of their respective affiliates before Subsidiaries without cause an amount of severance pay in cash equal to the amount of cash severance pay that would have been payable to such Continuing Employee under the terms of the severance plan maintained by the Company and its Subsidiaries and applicable to such Continuing Employee immediately prior to the date of this Agreement. The foregoing provisions of this Section 6.6 shall not be construed or interpreted to restrict in any way the Merger ClosingSurviving Entity's or Parent's ability to amend, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under modify or terminate any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participateincluding, without any waiting timelimitation, in any and all New Plans to change the extent coverage under entities who administer such New Plan replaces coverage under a comparable Company Benefit Plan Plans, or the manner in which such Company Employee participated immediately before the replacement; and (iiBenefits Plans are 50 administered) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance extent not inconsistent with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory foregoing restrictions or any other plan made available to Parent, its affiliates, insurers the Continuing Employees or third-party service providersto terminate any person's employment at any time or for any reason.

Employee Matters. (a) For purposes a period of eligibilityat least twelve (12) months following the Closing Date (or, vesting and if earlier, the determination date of levels termination of severance and vacation pay the applicable Continuing Employee) (butthe “Continuation Period”), Buyer shall, or shall cause its Affiliates to, provide (i) each Business Employee who is employed by the Company or any Company Subsidiary as of the Effective Time (which for the avoidance of doubt, shall not for purposes of include any equity plan or benefit accruals under any defined benefit pension plan)Short-Term Disability Leave Employee except as provided below) (each, under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the a “New PlansContinuing Employee”) with (x) at least the same level of base salary or hourly wage rate, as the case may be, that was provided to one or more of those employees of the Company and its subsidiaries who are actively employed as of such Continuing Employee immediately prior to the Effective Time Closing Date, and who continue to be employed by (y) annual cash target incentive opportunities that are substantially comparable in the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, aggregate to the same extent as annual cash target incentive opportunities in effect with respect to such Company Continuing Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except immediately prior to the extent such service credit will result in the duplication of benefits). In additionClosing Date, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medicalContinuing Employee with other compensation and employee benefits that are no less favorable, dentalin the aggregate, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of those provided to such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year Continuing Employee immediately prior to the Effective Time Closing Date (other than defined benefit retirement benefits, retiree welfare benefits and equity incentives). Notwithstanding the foregoing, the terms and conditions of employment for any Continuing Employee subject to a CBA shall be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that agreement to the extent required by Law. Following the Closing Date, Buyer shall offer, or cause its Affiliates to offer, employment to each Short-Term Disability Leave Employee if such Company Short-Term Disability Leave Employee provides evidence of payment returns to active status at work within the twelve (12) month period following the Closing Date (or such longer period as required by applicable Law) and upon their acceptance of such expenses employment, such Short-Term Disability Leave Employee shall be treated as a Continuing Employee hereunder. Buyer and Seller shall reasonably cooperate in a form that is reasonably satisfactory order to Parent, its affiliates, insurers facilitate such offers and effectuate the transfer of employment of any Short-Term Disability Leave Employee to the Company or third-party service providersan Affiliate thereof.

Employee Matters. (a) For purposes a period of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after at least 12 months following the Effective Time under new Company Benefit Plans Date, Parent shall provide (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by shall cause the Surviving Corporation or its subsidiaries immediately Subsidiaries to provide) each employee who is employed by the Company or any of its Subsidiaries as of the Closing Date (a "Continuing Employee") with compensation and employee benefits (other than stock or other equity or equity-linked based plans) which are substantially comparable in the aggregate to those provided by the Company or such Subsidiary as of the date hereof. The Company acknowledges that following the Effective Date all employee benefits will be provided to employees of the Surviving Corporation under plans sponsored by Parent or an Affiliate of Parent. Parent will use its reasonable best efforts (i) to waive or have the Surviving Corporation waive any waiting period or limitations regarding pre-existing conditions with respect to Continuing Employees and their beneficiaries under any group health or other benefit plan maintained by Parent for the benefit of any Continuing Employees after the Effective Time (“Company Employees”)Date, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to credit any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such any employee and his or her covered dependents under a Company Benefit Plan during the portion of the Company's group health plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductibleDate towards any deductibles, co-insurance, co-payment and maximum limits or out-of-pocket requirements applicable to such employee and his or her covered dependents maximums under any group health plan maintained by Parent for the applicable plan year as if benefit of any Continuing Employees after the Effective Date, (iii) to credit the service of each Continuing Employee with the Company or any of its Subsidiaries prior to the Effective Date for the purposes of determining such amounts had Continuing Employee's years of service under plans maintained by Parent for the benefit of any Continuing Employee after the Effective Date, (iv) provide severance benefits to Continuing Employees terminated without cause within 12 months of the Effective Date that are substantially comparable to the severance that would have been paid provided by the Company under the Company's severance plans in effect on the date hereof, and (v) provide continuation health care coverage to all Continuing Employees and their qualified beneficiaries who incur a qualifying event on and after the Effective Date in accordance with such New Plan; provided that such the continuation health care coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. In addition, Parent shall assume responsibility for the cafeteria plan which is maintained under Section 125 of the Code for the benefit of the Continuing Employees of the Company, and the Company Employee provides evidence shall provide to Parent prior to the Effective Date a list of payment those Continuing Employees participating in the cafeteria plan, together with a list of such expenses their elections made prior to the Effective Date, and any balances in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerstheir respective accounts as of the Effective Date.

Employee Matters. (a) For From the Changeover Time through the first anniversary of the Effective Time, Parent shall cause the Company, the Surviving Corporation and their respective Affiliates to provide each individual who is employed by the Company or any Company Subsidiary immediately before the Changeover Time who continues employment with Parent or the Surviving Corporation (or any Affiliate thereof) following the Effective Time (each, a “Company Employee”) with (i) base compensation, bonus and incentive opportunities that are no less favorable in the aggregate than the base compensation, bonus and incentive opportunities (including value attributable to equity based compensation generally, without giving effect to the Transactions) provided to such Company Employee immediately prior to the Acceptance Time, and (ii) employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior to the Changeover Time. Except to the extent necessary to avoid the duplication of benefits, Parent shall cause the Company, the Surviving Corporation and their respective Affiliates to recognize the service of each Company Employee with the Company or a Subsidiary (or a predecessor) prior to the Changeover Time as if such service had been performed with Parent or its Affiliates for all purposes under the Company Benefit Plans maintained by the Company or the Surviving Corporation or their respective Affiliates after the Changeover Time and any employee benefit plans and programs of eligibility, vesting and Parent or the determination of levels of severance and vacation pay Surviving Corporation or their respective Affiliates (butthe “Parent Plans”) in which the Company Employee participates after the Changeover Time (excluding, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals accrual under any defined benefit pension planplans), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), in each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, case to the same extent as such Company Employee’s service was recognized by the Company or a Subsidiary under the corresponding Company Benefit Plan in which such Company Employee was entitled, participated immediately before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits)Changeover Time. In addition, and without limiting the generality of the foregoing: (i) , each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Parent Plans to the extent coverage under any such New Plan plan replaces coverage under a comparable Company Benefit Plan benefit plan in which such Company Employee participated participates immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersChangeover Time.

Employee Matters. (a) For purposes of eligibility12 months following the Effective Time, vesting Parent shall, and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parentshall cause its Affiliates, the CompanySurviving Corporation and its Subsidiaries to, honor in accordance with their terms all employment agreements of the Company or any of its Subsidiaries, except in the event the individuals covered under such agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any respective subsidiary and affiliate thereof providing benefits after Continuing Employee (as defined below) becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to a Company Plan that was in effect as of the Effective Time under new Company Benefit Plans date hereof (collectively, the “New Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to one or more of those employees of recognize the service with the Company and its subsidiaries who are actively Subsidiaries prior to the Effective Time (to the extent such service was recognized by the Company and its Subsidiaries under the Company Plans) of each individual employed as by the Company or one of its Subsidiaries immediately prior to the Effective Time and who continue to be employed by remains in the employment of the Surviving Corporation or one of its subsidiaries immediately after the Effective Time Subsidiaries or Affiliates (each, a “Company EmployeesContinuing Employee”)) for all purposes of vesting, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries eligibility and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacementbenefit entitlement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee12 months following the Effective Time, Parent shall cause all each Parent Plan that actually covers any Continuing Employee following the Effective Time to waive pre-existing condition exclusions and actively-at-work requirements of limitations to the extent waived or not applicable under the analogous Company Plan relating to such New Plan to be waived for such employee and his or her covered dependentsContinuing Employee, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents Continuing Employees to be given credit under a Company Benefit Plan during the portion of the plan year such Continuing Employee Plans for amounts paid prior to the Effective Time to be taken into account during the year in which the Effective Time occurs under such New a corresponding Company Plan during the same period for purposes of satisfying all deductibleapplying deductibles, co-insurance, co-payment payments and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with the terms and conditions of the applicable Parent Plan. The foregoing shall not apply to the extent such New Plan; provided that such Company Employee provides evidence service credit would result in a duplication of payment benefits for the same period or is not permitted by the applicable third party benefit provider under the terms and conditions of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersContinuing Employee Plan.

Employee Matters. (ai) For all purposes (including purposes of eligibilityvesting, vesting eligibility to participate and the determination level of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), benefits) under the compensation employee benefit plans of Parent and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof its Subsidiaries providing benefits to any current and former employee of the Company and its Subsidiaries (“Company Employees”) after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and its Subsidiaries and their respective affiliates predecessors before the date of the Merger ClosingEffective Time, to the same extent as such Company Employee was entitled, before the date of the Merger ClosingEffective Time, to credit for such service under any similar Company Benefit Plan (except or Company Foreign Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent such service credit will that its application would result in the a duplication of benefits)benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing: , (iA) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under is comparable to a comparable Company Benefit Plan or Company Foreign Plan in which such Company Employee participated immediately before the replacement; Effective Time (such plans, collectively, the “Old Plans”), and (iiB) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Effective Time and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to of the Effective Time Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment deductible and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) For purposes of eligibility, vesting and Simultaneously with the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the CompanyMerger, the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) plan, including but not limited to, termination of such plan. As of the Effective Time, Parent shall cause the Surviving Corporation to honor and satisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Company Benefit Plan after the Effective Time, and any Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any respective subsidiary and affiliate thereof providing benefits Company Benefit Plan is terminated or amended after the Effective Time under new Company so as to reduce the benefits that are then being provided with respect to participants thereunder, Parent shall arrange for each individual who is then a participant in such terminated or amended plan to participate in a comparable Parent Benefit Plans Plan in accordance with the eligibility criteria thereof, provided that (the “New Plans”i) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee such participants shall be credited with his or her receive full credit for years of service with the Company, the Company subsidiaries and their respective affiliates before the date or any of Company Subsidiaries prior to the Merger Closingfor purposes of eligibility and vesting, but excluding benefit accrual or the amount of benefits, (ii) such participants shall participate in the Parent Benefit Plans on terms no less favorable than those offered by Parent to the same extent as such Company Employee was entitled, before the date similarly situated employees of the Merger Closing, to credit for such service under Parent and (iii) Parent shall cause any similar Company Benefit Plan and all pre-existing conditions limitations (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible limitations did not apply to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions under the Company Benefit Plans) and actively-at-work requirements of such New Plan eligibility waiting periods under any group health plans to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable with respect to such employee participants and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerstheir eligible dependents.

Employee Matters. (a) For purposes From and after the Effective Time, unless otherwise mutually determined by SunTrust and BB&T, BB&T shall provide generally to employees of eligibility, vesting SunTrust and its Subsidiaries who at the determination Effective Time become employees of levels of severance and vacation pay BB&T or its Subsidiaries (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan“Continuing Employees”), employee compensation and benefits under the BB&T Benefit Plans on terms and conditions that are substantially the same as those that apply to similarly situated BB&T employees; provided that BB&T may satisfy its obligation under this Section 6.6(a) for a transitional period (which transitional period shall end by the later of (i) December 31, 2019 and (ii) the six (6) month anniversary of the Closing Date) by providing compensation and benefits that are substantially the same in the aggregate as the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company provided by SunTrust and its subsidiaries who are actively employed as of Subsidiaries to Continuing Employees immediately prior to the Effective Time Time. Prior to the Closing, SunTrust and who continue BB&T shall cooperate in reviewing, evaluating and analyzing the BB&T Benefit Plans and SunTrust Benefit Plans with a view towards developing appropriate new benefit plans with respect to be employed by employees of the Surviving Entity and its Subsidiaries (which shall in any event include the BB&T Corporation or its subsidiaries immediately after Pension Plan and the BB&T Non-Qualified Defined Benefit Plan) (collectively, the “New Benefit Plans”) for the employees covered thereby, which New Benefit Plans will, to the extent permitted by applicable law, and among other things, (A) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (B) not discriminate between employees who were covered by BB&T Benefit Plans, on the one hand, and those covered by SunTrust Benefit Plans, on the other hand, at the Effective Time. Notwithstanding the foregoing, BB&T and SunTrust agree that, during the period commencing at the Effective Time (“Company Employees”)and ending on the first anniversary thereof, each Company Employee shall be credited with his any continuing employee of BB&T, SunTrust or her years any of service with the Company, the Company subsidiaries and their respective affiliates before the date Subsidiaries who is involuntarily terminated during such one (1)-year period will be provided with severance as described in Section 6.6(a) of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersBB&T Disclosure Schedule.

Employee Matters. (a) For purposes a period of eligibilitynot less than one (1) year following the Effective Time, vesting Parent shall provide all individuals who are employees of the Company and its Subsidiaries on the determination Effective Time so long as they remain employees of levels the Company or its Subsidiaries (including employees who are not actively at work on account of severance illness, disability or leave of absence) on the Effective Time (taken as a whole, the “Affected Employees”), with (i) annual base salary or hourly wage rates no less than the annual base salary or hourly wage rates as in effect for such Affected Employee as of the Effective Time and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan ii) other compensation and employee benefits (whether pursuant to compensation or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of plans maintained by Parent, the Company, the Surviving Corporation or any respective subsidiary other Subsidiary of Parent) that are no less favorable, in the aggregate, than the other compensation and affiliate thereof providing employee benefits that are provided generally to similarly situated employees of Parent; provided, however, that (x) for purposes of determining “other compensation and employee benefits” required to be provided pursuant to clause (ii) above, incentive compensation, change in control bonuses, supplemental executive retirement benefits and any benefits that may result in excise taxes being imposed on the Company or the Surviving Corporation shall be excluded. Nothing contained in this Section 7.9 shall be deemed to grant any Affected Employee any right to continued employment after the Effective Time under new Company Benefit Plans (nor to preclude Parent or its Subsidiaries from terminating the “New Plans”) to one employment of any Affected Employee for any reason or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to for no reason at any time following the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Time. Additionally, each Company Employee nothing contained in this Section 7.9 shall be credited with his deemed to grant any Affected Employee any right to any specific type or her years of service with the Companyamount of, the Company subsidiaries and their respective affiliates before the date of the Merger Closingor eligibility for, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service any compensation or benefit under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such specific incentive compensation plan or employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersbenefit plan.

Employee Matters. As of the Effective Time, the Employees of the Acquired Companies shall continue employment in the same positions and at the same level of base wages and/or base salary and without having incurred a termination of employment or separation from service; provided, however, except as may be specifically required by applicable law or any contract, neither the Parent and its Affiliates, on the one hand, nor any Employee, on the other hand, shall be obligated to continue any employment relationship or any specific terms of employment for any specific period of time. For at least two years following the Effective Time, each Employee covered by the severance policy set forth in Part 4.9 of the Company Disclosure Schedule shall, upon termination of his or her employment by Parent, one of its Affiliates or one of the Acquired Companies (awhichever may apply) other than for cause (a "Qualifying Termination"), receive the severance payment set forth in such Schedule. For purposes of eligibilitythis paragraph, vesting cause means termination for reason of: (i) willful misconduct or negligence in the performance of one's duties, agreements or obligations as an Employee or failure to perform such other than because of illness, injury or illegal acts by the Employee, or (ii) violation of Parent and the determination its Affiliates' Code of levels of severance Conduct and vacation pay (but, for the avoidance of doubt, not for applicable policies relating to work rules and personal conduct. For purposes of any equity plan or benefit accruals under any defined benefit pension plan)this Section 4.9, under the compensation and benefit plans, programs agreements and arrangements of an Employee will be deemed to have incurred a Qualifying Termination if Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after Acquired Company (whichever may apply) requires that such Employee, as a condition to continued employment, change the principal location of his or her employment to a location outside a 50-mile radius from the principal location of his or her employment at the Effective Time under new Company Benefit Plans and such employee is not willing to relocate. To the extent any comparable employee benefit plan, program or policy of Parent and its Affiliates (other than the “New Plans”Acquired Companies) is made available following the Effective Time to one or more of those employees any person who is an Employee of the Company and its subsidiaries who are actively employed as of Acquired Companies immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality permissible under any applicable provisions of the foregoingCode and ERISA: (i) each Company service with Acquired Companies by any Employee prior to the Effective Time shall be immediately eligible credited for eligibility and vesting purposes for purposes of qualifying for any additional benefits tied to participate, without any waiting time, in any and all New Plans to the extent coverage periods of service under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; plan, program or policy, but not for benefit accrual purposes, and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits with respect to any Company Employeewelfare benefit plans in which such Employees may participate, Parent and such Affiliates shall cause such plans to provide credit for any co-payments or deductibles by such Employees and waive all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived waiting periods, other than limitations or waiting periods that have not been satisfied under applicable welfare benefit plans maintained by the Acquired Companies for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year their Employees prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersTime.

Employee Matters. (a) For purposes With respect to any employee benefit plans of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan Dimensional or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation in which any Company Employees covered by such employee benefit plans at the Effective Time (whether or any respective subsidiary and affiliate thereof providing benefits not such covered employees have then satisfied waiting periods or other preconditions to participation under such plans) (collectively, the “Covered Company Employees”) first become eligible to participate on or after the Effective Time under new Company Benefit Plans (Time, and in which the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately Continuing Employees did not participate prior to the Effective Time and who continue to be employed by (the “Post-Closing Plans”), Dimensional or the Surviving Corporation or its subsidiaries immediately Corporation, as the case may be, shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Covered Company Employees and their eligible dependents under any Post-Closing Plans in which such employees may be eligible to participate after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in pre-existing conditions, exclusions or waiting periods under the duplication of benefits). In addition, and without limiting the generality analogous pre-Effective Time employee benefit plan had not been satisfied or completed as of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacementEffective Time; and (ii) for purposes of provide each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee Employee and his or her covered dependents, eligible dependents with credit for any co-payments and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year deductibles paid prior to the Effective Time to be taken into account under such New Plan for purposes of the analogous pre-Effective Time employee benefit plan in satisfying all deductible, co-insurance, co-payment and maximum any applicable deductible or out-of-pocket requirements applicable under any Post-Closing Plans in which such employees may be eligible to participate after the Effective Time; and (iii) recognize all service of the Covered Company Employees with the Company and its Subsidiaries, and their respective affiliates, for all purposes (including, without limitation, purposes of eligibility to participate, vesting credit, entitlement to benefits, and, except with respect to defined benefit pension plans, benefit accrual) in any Post-Closing Plan in which such employee and his or her covered dependents for Covered Company Employees may be eligible to participate after the Effective Time, to the extent such service is taken into account under the applicable plan year as if such amounts had been paid in accordance with such New Post-Closing Plan; provided that such Company Employee provides evidence the foregoing shall not apply to the extent it would result in duplication of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersbenefits.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan Parent or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary shall take such action as may be necessary so that on and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (through the “New Plans”) to one or more of those period ending December 31, 2008, employees of the Company and its subsidiaries Subsidiaries, other than current elected executive officers of the Company (approximately 20 individuals), who are actively not covered by any collective bargaining agreement or labor contract who remain employed as after the Closing by Parent, its Subsidiaries, Affiliates or the Surviving Corporation (the "Parent Group"), are provided compensation opportunities (including, but not limited to, base salary, base wages, annual and long-term incentive compensation and phantom stock and phantom option awards) and benefits opportunities (including, but not limited to, pension and welfare benefits and vacation pay but excluding equity compensation) which are, in the aggregate, materially no less favorable than the compensation and benefits (including the target value of phantom options, phantom restricted stock and performance units) made available by the Company and its Subsidiaries to its employees immediately prior to the Effective Time Time. To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and who continue to be employed vesting in all benefits provided by the Surviving Corporation Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Employee Benefit Plans (including, but not limited to vacation pay plans) of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any such officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by such officers and employees of the Company and its Subsidiaries under any health plans of the Company or its subsidiaries immediately Subsidiaries shall, after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of service with taken into account in applying deductible and out-of-pocket limits applicable under the Company, the Company subsidiaries and their respective affiliates before the date health plans of the Merger Closing, Parent Group to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had had, when paid, been paid under such health plans of the Parent Group. Nothing contained in accordance this Section 5.5 shall create any rights in any officer or employee of the Company or any of its Subsidiaries in respect of continued employment for any specified period of any nature or kind whatsoever or, except as set forth in this Agreement, limit Parent's or the Surviving Corporation's power to amend or terminate any particular Employee Benefit Plan or Foreign Benefit Plan or require (and the Company shall take no action that would require) the Parent or Surviving Corporation to continue any particular Employee Benefit Plan or Foreign Benefit Plan. To the extent that an agreement with such New Plan; provided a labor union, works council or a similar entity obligates the Company to require a purchaser or merger partner to assume the terms of that such Company Employee provides evidence of payment of such expenses in a form agreement, Parent agrees to cause the Surviving Corporation to recognize the entity that is reasonably satisfactory a party to Parent, its affiliates, insurers or third-party service providerssuch an agreement as the exclusive bargaining representative of the covered employees and to cause the Surviving Corporation to adopt the terms of that agreement and any related and current memorandums of agreement between the Company and such entity.

Employee Matters. (aA) For To the extent that an employee of GBNK and its Subsidiaries immediately prior to the Closing (collectively, the “Covered Employees”) becomes eligible to participate in an employee benefit plan maintained by the Resulting Corporation or any of its Subsidiaries (other than GBNK or its Subsidiaries) following the Effective Time, the Resulting Corporation shall cause such employee benefit plan to recognize the service of such Covered Employee with GBNK or its Subsidiaries for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of the determination Resulting Corporation or any of levels its Subsidiaries, to the same extent that such service was recognized immediately prior to the Effective Time under a similar Employee Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that, such recognition of severance and vacation pay service shall not (buti) operate to duplicate any benefits of a Covered Employee with respect to the same period of service, for the avoidance of doubt, not or (ii) apply for purposes of any equity plan retiree medical plans or for purposes of benefit accruals accrual under any defined benefit pension plan). With respect to any health care, under dental or vision plan of the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Resulting Corporation or any respective subsidiary of its Subsidiaries (other than GBNK and affiliate thereof providing benefits after its Subsidiaries) in which any Covered Employee is eligible to participate, for the Effective Time plan year in which such Covered Employee is first eligible to participate, the Resulting Corporation shall (x) cause any preexisting condition limitations or eligibility waiting periods under new Company Benefit Plans such Resulting Corporation or Subsidiary plan (the “New Plans”excluding any Employee Plan) to one be waived with respect to such Covered Employee to the extent that such limitation would have been waived or more of those employees of satisfied under the Company and its subsidiaries who are actively employed as of similar Employee Plan in which such Covered Employee participated immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In additionTime, and without limiting the generality of the foregoing: (iy) each Company Employee shall be immediately eligible use commercially reasonable efforts to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible health care, dental and vision expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during Covered Employee in the portion of year that includes the plan Closing Date (or, if later, the year prior in which such Covered Employee is first eligible to the Effective Time participate) to be taken into account under such New Plan recognized for purposes of satisfying all deductible, co-insurance, co-payment any applicable deductible and maximum annual out-of-pocket expense requirements applicable under any such health, dental or vision plan of the Resulting Corporation or any of its Subsidiaries (excluding any Employee Plan), to the extent that any such employee and his or her covered dependents amount was recognized for a similar purpose under the applicable plan year as if Employee Plans in which such amounts had been paid in accordance with such New Plan; provided that such Company Covered Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory participated immediately prior to Parent, its affiliates, insurers or third-party service providersthe Effective Time.

Employee Matters. The Company shall cause the employment or services of all employees of the Company and its Subsidiaries to be terminated immediately prior to the Effective Time; provided, however, that such termination shall be contingent upon the Effective Time occurring. Upon the Effective Time, the cash severance payments and benefits provided under the applicable Company Benefit Plans (abased on a termination without “cause” or “qualifying termination” as applicable) For purposes shall be paid in full in a lump sum to each employee of eligibilitythe Company and its Subsidiaries and to any former employee of the Company and its Subsidiaries who is receiving severance payments and/or benefits that have not been previously paid in full as of the Effective Time (collectively the “Affected Employees”), vesting with the amount in respect of health, dental, vision and hospitalization benefits to equal the full premium amount for such benefits for the applicable coverage period plus the amount necessary so that after the payment of all income and employment taxes, the Affected Employee retains the full aggregate premium amount (with such amounts determined in a manner consistent with the methodology used in the summary of such payments previously provided by the Company to Parent); provided, however, that any and all payments to be made under this Section 6.5 shall be made in accordance with the requirements of Section 409A of the Code and the determination Treasury Regulations thereunder. Parent and the Company agree to cooperate during the period between the date of levels of severance this Agreement and vacation pay (butthe Closing Date to assist the Affected Employees in obtaining post-Closing health, dental, vision and hospitalization benefits, which benefits, for the avoidance of doubt, shall be the exclusive expense of each such Affected Employee. Parent is externally-managed and therefore has no employees and is not for purposes capable of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) hiring employees. The Investment Adviser intends to one or more of those meet with employees of the Company to discuss potential employment opportunities with the Investment Adviser. The parties acknowledge and its subsidiaries who are actively employed as agree that the Merger shall constitute a “change of immediately prior to control” within the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), meaning of each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) For purposes With respect to the employees of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits Acquired Corporations who remain employed after the Effective Time under new Company Benefit Plans by the Acquired Corporations following the Effective Time (the “New PlansContinuing Employees”) ), and to one or more the extent not prohibited under the terms of those employees Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Company and its subsidiaries who are actively employed as of immediately Continuing Employees with the Acquired Corporations prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and who continue vesting, including applicability of minimum waiting periods for participation, and solely for purpose of welfare plans such as vacation and severance, for benefit accrual. Continuing Employees shall receive employee benefits no less favorable then those provided to be employed by similarly situated Parent employees. Parent shall, or shall cause its applicable subsidiary to, assume and perform the Surviving Corporation Company’s employment and change in control agreements. Parent shall use commercially reasonable efforts to provide that no such Continuing Employee, or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with any of his or her years of service with eligible dependents, who, at the CompanyEffective Time, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result are participating in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee Acquired Corporation’s group health plan shall be immediately eligible to participateexcluded from Parent’s group health plan, without or limited in coverage thereunder, by reason of any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all period restriction or pre-existing condition exclusions limitation and actively-at-work requirements of such New Plan to be waived provide credit for such employee any coinsurance and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year deductibles prior to the Effective Time but in the same plan year. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits or credit inconsistent with the terms of any Parent benefit plans. Furthermore, nothing contained in this Section shall require or imply that the employment of the employees of the Acquired Corporations who are employed at the Effective Time will continue for any particular period of time following the Effective Time. This Section is not intended, and shall not be taken into account under such New Plan for purposes deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any agreement of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable employment with any Person or to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or otherwise create any third-party service providersbeneficiary hereunder, or to be interpreted as an amendment to any plan of Parent or any Affiliate of Parent.

Employee Matters. (a) For Lincoln agrees that those employees of FSB or First Bank who become employees of Lincoln or its Subsidiaries, on the Effective Date ("Former FSB Employees"), while they remain employees of Lincoln or its Subsidiaries after the Effective Date will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in the aggregate than those provided by Lincoln to similarly situated employees of Lincoln and its Subsidiaries, except as otherwise provided herein. Except as hereinafter provided, at the Effective Time, Lincoln will amend or cause to be amended each employee benefit and welfare plan of Lincoln and its Subsidiaries in which Former FSB Employees are eligible to participate, to the extent necessary, so that as of the Effective Time (i) such plans take into account for purposes of eligibility, vesting participation, vesting, and the determination of levels of severance and vacation pay benefit accrual (but, except that there shall not be any benefit accrual for the avoidance of doubt, not for purposes of any equity plan or benefit accruals past service under any qualified defined benefit pension plan), the service of such employees with FSB and First Bank as if such service were with Lincoln and its Subsidiaries, (ii) Former FSB Employees are not subject to any waiting periods or pre-existing condition limitations under the compensation medical, dental and benefit plans, programs agreements health plans of Lincoln or its Subsidiaries in which they are eligible to participate and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after may commence participation in such plans on the Effective Time under new Company Benefit Plans Date, (the “New Plans”iii) to one or more of those employees Former FSB Employees will retain credit for unused sick leave and vacation pay which has been accrued as of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time Time, (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (iiiv) for purposes of each New Plan providing medicaldetermining the entitlement of Former FSB Employees to sick leave and vacation pay following the Effective Time, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements the service of such New Plan to employees with FSB and First Bank shall be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year treated as if such amounts had been paid service were with Lincoln and its Subsidiaries; and (v) former FSB Employees are first eligible to participate and will commence participation in accordance with such New Plan; provided the Lincoln Bank 401(k) Plan on the Effective Date. Notwithstanding the foregoing, no Former FSB Employees shall be eligible to participate in Lincoln Bank's Financial Institutions Retirement Fund as Lincoln Bank agrees that such Company it will freeze or terminate that plan as soon as practicable after the date hereof, and the entry date of Former FSB Employees into the Lincoln Bancorp Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to ParentStock Ownership Plan and Trust shall be January 1, its affiliates, insurers or third-party service providers2005.

Employee Matters. (a) For purposes of eligibilityvesting, vesting eligibility to participate and the determination level of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), benefits under the compensation and benefit plans, programs agreements and arrangements Employee Plans providing benefits to participants in the Employee Plans of the Company (including all eligible dependents) who continue as employees of Parent, the Company, the Surviving Corporation Company or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more other Subsidiary of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately Parent after the Effective Time (the “Company EmployeesParticipants”), each Company Employee shall be credited with Participant shall, to the extent permitted by Applicable Law, receive credit for his or her years of service with the Company, Company (and its Subsidiaries and predecessors) prior to the Company subsidiaries and their respective affiliates before the date of the Merger ClosingEffective Time, to the same extent as such Company Employee Participant was entitled, before prior to the date of the Merger ClosingEffective Time, to credit for such service under any similar Employee Plan in which such Company Benefit Plan (except Participant participated or was eligible to participate immediately prior to the extent Effective Time; provided that, that such service credit will shall not result in the duplication of benefits)benefits and such credit shall not apply with respect to any “years of service” or similar calculations for benefits to be paid under defined benefit pension plans. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Employee Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company EmployeeParticipant after the Effective Time, Parent shall cause any and all pre-existing condition exclusions and exclusions, actively-at-work or similar limitations, eligibility waiting periods and evidence of insurability requirements of such New Employee Plan to be waived for with respect to such employee and his Company Participant, unless such conditions would not have been waived under the comparable plans of the Company or her covered dependentsits Subsidiaries in which such Company Participant participated immediately prior to the Effective Time, and Parent shall cause provide such Company Participant with credit for any eligible expenses incurred by such employee co-payments, deductibles, and his offsets (or her covered dependents under a Company Benefit Plan similar payments) made during the portion of the plan year prior to that includes the Effective Time to be taken into account under such New Plan for purposes of satisfying all any applicable deductible, co-insurancecoinsurance, co-payment and maximum out-of-pocket or similar requirements applicable under any Employee Plans in which they are eligible to such employee and his participate after the Effective Time. Nothing in this Section 7.05 (a) will be or her covered dependents for be deemed to be an amendment of any Employee Plan of the applicable plan year Company or (b) will require Parent to continue the service relationship (whether as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence an employee, director, consultant, or otherwise) of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersany individual.

Employee Matters. (a) For purposes of eligibilityAcquirer shall have the sole right and discretion to determine which Persons shall remain as Employees after the Closing Date. Following the Closing Date, vesting Acquirer shall maintain or cause to be maintained employee benefit plans and the determination of levels of severance and vacation pay (but, compensation opportunities for the avoidance benefit of doubtEmployees who remain actively employed by the Company or its Subsidiaries after the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities that, not for purposes in the aggregate, are no less favorable than the employee benefits and compensation opportunities that are generally made available to similarly situated employees of any equity plan Acquirer or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, its Subsidiaries (other than the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans its Subsidiaries) (collectively, the “New Acquirer Plans”), as applicable; provided, that (i) with respect to one retirement benefits, satisfaction of the foregoing standard shall not require that any Covered Employee be eligible to participate in any specific retirement plan of Acquirer or more of those employees a closed or frozen Acquirer Plan; and (ii) until such time as Acquirer shall cause Covered Employees to participate in the Acquirer Plans, a Covered Employee’s continued participation in the employee benefit plans and compensation opportunities of the Company and its subsidiaries who are actively employed Subsidiaries as of in effect immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee Closing Date shall be credited with his or her years deemed to satisfy the foregoing provisions of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan this sentence (except to the extent such service credit will result it being understood that participation in the duplication of benefitsAcquirer Plans may commence at different times with respect to each Acquirer Plan). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) Buyer may offer employment to one or more of those employees of Seller listed on Exhibit 2.6(a) hereof (the Company "Employees"), subject to Buyer's standard hiring procedures, including, but not limited to, drug testing. Buyer will be afforded an opportunity to meet with and its subsidiaries interview the Employees following execution of this Agreement; however, Buyer shall not extend any offers of employment or otherwise announce or notify the Employees of Buyer's intentions regarding the Employees who are actively employed as will be offered employment by Buyer until after receipt of all necessary regulatory approvals of the transactions contemplated by this Agreement. The base salary for each Employee who receives an offer of employment from Buyer and accepts such offer (the "Hired Employees") shall not be less than the base salary provided by Seller immediately prior to the Effective Time Time, subject to changes due to employment classification. With respect to Buyer's qualified plans, the Hired Employees will be treated as new hires; however, Hired Employees will immediately participate in welfare benefit plans maintained by Buyer without regard to pre-existing conditions or waiting periods, if and who continue to the extent that such employees are participating in Seller's welfare benefit plans immediately prior to the Closing Date. Hired Employees will be employed required to satisfy the deductible and employee payments (if any) required by Buyer's plans. Hired Employees shall receive full credit for prior service with Seller for purposes of determining their eligibility and vesting (but not the Surviving Corporation accrual of any benefit) under Buyer's employee benefit plans. Hired Employees will be eligible for severance benefits consistent with Buyer's severance policies or its subsidiaries immediately after the Effective Time (“Company Employees”)plans, each Company Employee shall be credited with his or her years of provided that all service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee Seller shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account in determining benefits under such New Plan Buyer's severance policies or plans. Buyer shall not be responsible or liable for purposes any benefits accrued under the pension or welfare plans of satisfying Seller. Buyer will assume and be responsible for any and all deductibleaccrued but not paid vacation for Hired Employees for January 1, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for 2003 through the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersClosing Date.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after six-month period following the Effective Time under new Company Benefit Plans (the “New Plans”) Time, Fifth Third shall, or shall cause its applicable Subsidiaries to, provide to one or more of those employees of the Company and its subsidiaries who are individuals actively employed by, or on an authorized leave of absence from, First Charter or one of its Subsidiaries as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (collectively, the “Company Covered Employees”)) with employee benefits, each Company rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the aggregate rates of base salary or hourly wage and employee benefits and annual bonus opportunities provided to such Covered Employees under the First Charter Benefit Plans as in effect immediately before the Effective Time; notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular First Charter Benefit Plan, (ii) give any third party any right to enforce the provisions of this Section 6.6, (iii) limit the right of Fifth Third or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require Fifth Third or any of its Subsidiaries to provide any such Covered Employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination, other than as required by applicable law or pro-rata incentive plan payouts, or (iv) obligate First Charter, Fifth Third or any of their respective Subsidiaries to (A) maintain any particular First Charter Benefit Plan or (B) retain the employment of any particular employee. Fifth Third will offer or provide to any Covered Employee retained by Fifth Third or any affiliate of Fifth Third participation in employee benefit plans and arrangements available for similarly situated employees of Fifth Third or its affiliates or Subsidiaries. Notwithstanding the foregoing, no covered Employee shall be credited with his or her years of service with the Companyeligible to participate in Fifth Third’s Master Retirement Plan, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, which has been frozen as to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits)new participants. In addition, and without limiting the generality of the foregoing: (i) each Company Fifth Third shall not be obligated to cause any Covered Employee shall be immediately eligible to participate, without any waiting time, participate in any and all New Plans to defined benefit plan that is maintained by Fifth Third, or any affiliate of Fifth Third, whether or not such plan meets the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersCode Section 414(j).

Employee Matters. (a) For the period commencing as of the Closing Date and ending on the first anniversary of the Closing Date, Parent shall, or shall cause one of its Controlled Affiliates to, provide each employee of the Company or any of its Subsidiaries who continues their employment with Parent or one its Controlled Affiliates immediately following the Closing (the “Continuing Employees”) (i) the base salary that is no less favorable than the lesser of the base salary provided to the Continuing Employee immediately prior to the Closing or the base salary provided to similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Closing and (ii) all other employee benefits (excluding equity, equity-based and change in control benefits) that are, in the aggregate, no less favorable than the lesser of the employee benefits (excluding equity, equity-based and change in control benefits) provided to the Continuing Employee immediately prior to the Closing or the employee benefits (excluding equity, equity-based and change in control benefits) provided to similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Closing. Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to recognize the prior service with the Company and its Subsidiaries of each of the Continuing Employees for purposes of eligibilitydetermining eligibility to participate, vesting and the determination entitlement to benefits where length of levels of severance and vacation pay service is relevant (butincluding, for the avoidance of doubtbut not limited to, not for purposes of any equity plan vacation, sick and paid time-off accrual and severance benefits). Parent shall (or benefit accruals cause its Controlled Affiliates to) use commercially reasonable efforts to waive all limitations as to pre-existing conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to such Continuing Employees under any defined benefit pension plan)medical, dental and vision plans that such employees may be eligible to participate in after the Closing. Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to also provide such Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the compensation Benefit Plans for the year in which the Closing occurs under Parent’s (or one of its Controlled Affiliates’) medical, dental and vision plans for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under such employee benefit plansplans in the year in which the Closing occurs. Notwithstanding anything herein to the contrary, programs agreements this Section 6.10 shall not operate to (i) duplicate any benefit provided to any such Continuing Employee or to fund any such benefit, (ii) require Parent, the Company or any of their respective Subsidiaries and arrangements Affiliates to continue to maintain any employee benefit plan in effect following the Closing for the employees of Parent, the Company, the Surviving Corporation Company or any of their respective subsidiary Subsidiaries and affiliate thereof providing benefits after Affiliates, including such Continuing Employees, or (iii) be construed to mean the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more employment of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed such Continuing Employees is not terminable by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the CompanyParent, the Company subsidiaries and or any of their respective affiliates before the date of the Merger ClosingSubsidiaries and Affiliates at any time, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, reason and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersnotice.

Employee Matters. (a) Parent shall cause the Surviving Corporation to honor the obligations of the Company or any of its subsidiaries under the provisions of all collective bargaining, employment, consulting, termination, severance, change in control and indemnification agreements between and among the Company or any of its subsidiaries and any current or former officer, director, consultant or employee of the Company or any of its subsidiaries as set forth in the appropriate Sections of the Company Disclosure Schedule. For purposes a period of eligibilitysix months following the Effective Time, vesting Parent agrees that it will maintain, or will cause the Surviving Corporation and the determination of levels of severance and vacation pay (butits subsidiaries to maintain, for the avoidance benefit of doubt, not for purposes the employees of the Company and any equity plan or benefit accruals under any defined benefit pension plan), under of its subsidiaries following the Effective Time compensation and benefit plans, programs agreements programs, arrangements and policies (other than equity based compensation plans, programs, arrangements and policies) as will provide compensation and benefits which in the aggregate are not materially less favorable than those provided to such employees as of the date hereof under the Company Employee Benefit Plans (other than such equity based compensation plans, programs, arrangement and policies) in accordance with their written terms (except as set forth on Sections 3.12 and 5.01 of the Company Disclosure Schedule with respect to acceleration of options on termination of employment by the Company) as made available to Parent and without regard to formal or informal discretionary provisions; provided, however, the equity match in the Company's Retirement Savings Plan (the "RSP") shall be continued during such period substituting a cash contribution in lieu of Company Common Stock unless, at the discretion of Parent, Parent elects to substitute common stock of Parent. In the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits event that after the Effective Time the employment of any participant in the RSP at the Effective Time is terminated by the Company other than for Cause, such participant shall be 100% vested in any RSP matching contributions made by the Company on behalf of such participant or, at Parent's option, to the extent necessary to avoid adversely effecting the qualified status of the RSP under new Company Benefit Plans (the “New Plans”) Code, will receive a cash payment in an amount equal to one or more of those employees any forfeited matching contributions under the RSP. Parent shall pay to the individuals listed on Section 6.08 of the Company and its subsidiaries who are actively employed Disclosure Schedule the amounts identified as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), targeted 1999 ICP bonus amounts opposite each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid name in accordance with such New Plan; provided that such Company Employee provides evidence of the payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersschedule under the ICP.

Employee Matters. (a) For purposes With respect to the employees of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits Company who remain employed after the Effective Time under new by the Company Benefit Plans following the Effective Time (the “New PlansContinuing Employees”) ), and to one or more the extent not prohibited under the terms of those employees Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Continuing Employees with the Company prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation, and for the purpose of determining future vacation and severance. Continuing Employees shall receive employee benefits no less favorable in aggregate than those provided to similarly situated Parent employees. Parent shall, or shall cause its subsidiaries who applicable Subsidiary to, assume and perform the Company’s employment and change in control agreements. Parent shall use commercially reasonable efforts to provide that no such Continuing Employee, or any of his or her eligible dependents, who, at the Effective Time, are actively employed as participating in the Company’s group health plan shall be excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation other than waiting period restrictions or pre-existing condition limitations that were applicable to such Continuing Employee immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to provide credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, coinsurance and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year deductibles prior to the Effective Time but in the same plan year. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits or credit inconsistent with the terms of any Parent benefit plans. Furthermore, nothing contained in this Section 5.14 shall require or imply that the employment of the employees of the Company who are employed at the Effective Time will continue for any particular period of time following the Effective Time. This Section is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment with any Person or to otherwise create any third party beneficiary hereunder, or to be taken into account under such New Plan for purposes interpreted as an amendment to any plan of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his Parent or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence any Affiliate of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) For purposes of eligibility, vesting and at least twelve (12) months following the determination of levels of severance and vacation pay Effective Time (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan“Benefits Continuation Period”), under Parent shall cause each employee of the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation Company or any respective subsidiary and affiliate thereof providing benefits Company Subsidiary who continues to be employed by Parent or any Parent Subsidiary after the Effective Time (the “Continuing Employees”) to be provided with (i) a base salary or wages that are no less favorable than such Continuing Employee’s base salary or wages provided by the Company immediately prior to the Closing, (ii) annual target cash incentive opportunities that are no less favorable than such Continuing Employee’s annual target cash incentive opportunities provided by the Company in effect immediately prior to the Closing, (iii) annual target long-term incentive opportunities that are no less favorable than such Continuing Employee’s annual target long-term incentive opportunities provided by the Company for the 2018 calendar year, except as otherwise set forth on Section 6.7(a)(iii) of the Company Disclosure Letter, (iv) severance benefits that are no less favorable than those that would have been provided by the Company to such Continuing Employee as of the Closing and (v) other compensation and benefits that are substantially similar to those provided to such Continuing Employee immediately prior to the Closing. For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under new Company Benefit Plans the benefit and compensation plans of the Parent and the Parent Subsidiaries providing benefits to the Continuing Employees (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Continuing Employee shall shall, subject to applicable Law and applicable tax qualification requirements, be credited with his or her years of service with the Company, Company and the Company subsidiaries Subsidiaries and their respective affiliates predecessors before the date of Effective Time; provided that the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to foregoing shall not include service credit for such service benefit accrual purposes under any similar Company Benefit Plan (except defined benefit pension plan and shall not apply to the extent such service credit will that its application would result in the a duplication of benefits). In addition, and without limiting the generality of the foregoing: , (i) each Company Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable is of the same type as the Company Benefit Plan in which such Company Continuing Employee participated immediately before the replacement; Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical and/or or vision benefits to any Company Continuing Employee, Parent or its applicable Subsidiary shall use its commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee Continuing Employee and his or her covered dependents, dependents and (B) Parent and its applicable Subsidiary shall use commercially reasonable efforts to cause any eligible expenses incurred by such employee Continuing Employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to of the Effective Time Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; . With respect to the Company’s retiree welfare benefits listed on Section 3.10(a) of the Company Disclosure Letter, neither Parent nor any of its Affiliates (including, following the Closing, the Company and the Company Subsidiaries) shall at any time take any action to amend, modify or terminate or take any other action that would adversely impact the benefits provided that thereunder to any Person receiving or eligible to receive such Company Employee provides evidence benefits as of payment of the Closing or who becomes eligible to receive or commences receiving such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersbenefits at any time within (2) years following the Closing.

Employee Matters. (ai) For purposes of eligibility, vesting From and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Time, Parent shall honor all Company Benefit Plans (and compensation arrangements and agreements in accordance with their terms as in effect immediately before the “New Plans”) Effective Time. For a period of two years following the Effective Time, Parent shall provide, or shall cause to one or more of those employees be provided, to each current and former employee of the Company and its subsidiaries Subsidiaries (the “Company Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Company Employee immediately before the Effective Time. For a period of two years following the Effective Time, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries who suffers a termination of employment under the circumstances described on Section 5.5(b)(i) of the Company Disclosure Schedule severance benefits in accordance with Section 5.5(b)(i) of the Company Disclosure Schedule (taking into account such Company Employee’s service as required pursuant to Section 5.5(b)(ii) below). Parent shall continue to maintain the Company’s retiree welfare programs for the benefit of Company Employees without adverse amendment (other than as required by Law) for a period of three years following the Effective Time and thereafter, Parent shall provide Company Employees with retiree welfare benefits that are actively employed no less favorable in the aggregate to those provided to similarly situated employees of Parent and its Subsidiaries. In addition, for a period of at least five years following the Effective Time, Parent shall provide, or shall cause to be provided, to each Company Employee who participates in a defined benefit pension plan as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time pension benefits (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, including pension benefit accrual rates) under such defined benefit pension plan without adverse amendment to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan pension benefits (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (iincluding pension benefit accrual rates) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage provided under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated plan as of immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time Time, but after giving effect to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum outthe amendment to eliminate the cost-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersliving adjustment on all future accruals.

Employee Matters. (a) For purposes of eligibility, vesting and During the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after period commencing at the Effective Time under new Company Benefit Plans (and ending on the “New Plans”) to one or more of those employees 18-month anniversary of the Company Effective Time, M&T shall provide employee benefit and its subsidiaries compensation plans for the benefit of employees who are actively employed by Xxxxxx and its Subsidiaries on the Closing Date (“Covered Employees”) while employed by M&T or any of its Subsidiaries following the Effective Time that provide employee benefits and compensation opportunities which are no less favorable in the aggregate than the employee benefits and compensation opportunities that are provided by Xxxxxx and its Subsidiaries to Covered Employees immediately prior to the Effective Time (other than the value of the benefits provided under the ESOP prior to the Closing Date which shall not be considered in determining whether benefits are no less favorable in the aggregate during the period noted above; it being understood that eligibility to participate in a tax-qualified savings plan with an employer matching contribution shall be available to the Covered Employees pursuant to the terms of the applicable plan of M&T as in effect from time to time). Notwithstanding any other provision of this Agreement to the contrary, M&T shall, or shall cause the Surviving Company to maintain the Severance Pay Plan of Xxxxxx City Savings Bank without amendment (except as required by applicable law, including tax law) following the Effective Time (the “Xxxxxx Severance Plan”) and provide each Covered Employee whose employment is terminated (other than a Covered Employee who is terminated under circumstances that constitute a termination for “cause” or under other circumstances not entitling them to severance under the Xxxxxx Xxxxxxxxx Plan or who is otherwise party to an individual agreement that provides for severance pay) during the one-year period following the Effective Time with the severance payments and benefits to which the Covered Employee would have been entitled under the Xxxxxx Xxxxxxxxx Plan immediately prior to the Effective Time, subject to the terms of the Xxxxxx Severance Plan, including the requirement to sign a waiver and release. In addition, M&T shall, or shall cause the Surviving Company to, (i) provide eligible former employees of Xxxxxx and its Subsidiaries who retired prior to the Effective Time and who participate as of the Effective Time in the retiree medical and life insurance plans maintained by Xxxxxx and identified in Section 3.11(g) of the Xxxxxx Disclosure Schedule (the “Xxxxxx Retiree Welfare Plans”) with the ability to continue to participate in the Xxxxxx Retiree Welfare Plans in accordance with the terms of such plans as in effect from time to time during the period commencing at the Effective Time and ending on the fifth anniversary of the Effective Time, (ii) provide each Covered Employee who retires on or before December 31 of the calendar year in which the Effective Time occurs and who is eligible to participate in the Xxxxxx Retiree Welfare Plans on the date of his or her retirement from M&T with the ability to participate in the Xxxxxx Retiree Welfare Plans in accordance with the terms of such plans as in effect from time to time from his or her applicable retirement date until the fifth anniversary of the Effective Time, (iii) deem Covered Employees who as of immediately prior to the Effective Time and satisfy the eligibility requirements of the Xxxxxx Retiree Welfare Plans (but who continue to be employed by do not retire on or before December 31 of the Surviving Corporation or its subsidiaries immediately after calendar year in which the Effective Time occurs) (the “Company Eligible Xxxxxx Covered Employees”), each Company Employee shall be credited with his or her years of service with ) to have satisfied the Company, the Company subsidiaries and their respective affiliates before the date eligibility requirements of the Merger ClosingM&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to time, and (iv) recognize service credit with Xxxxxx or any of its Subsidiaries for Covered Employees who are not Eligible Xxxxxx Covered Employees and who are not eligible to participate in the Xxxxxx Retiree Welfare Plans in accordance with either of clauses (i) or (ii) of this sentence, for purposes of meeting the eligibility requirements of the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to time, to the same extent as such Company Employee service credit was entitled, before recognized for such purposes by Xxxxxx immediately prior to the date Effective Time. After the fifth anniversary of the Merger ClosingEffective Time, M&T shall, or shall cause the Surviving Company to provide the retirees of Xxxxxx and its Subsidiaries identified in clause (i) and the retired Covered Employees identified in clause (ii) of the immediately preceding sentence with access to enroll in the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan as in effect on the fifth anniversary of the Effective Time (if any) in accordance with the terms of such plans as in effect from time to time, provided that such retirees shall be deemed to satisfy the eligibility requirements of such plans and shall receive credit for such their service under any similar Company Benefit Plan with Xxxxxx and its Subsidiaries (except to the same extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible was recognized by Xxxxxx prior to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (iiretiree’s retirement from Xxxxxx) for purposes of each New 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 employer subsidy as in effect on the fifth anniversary of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes the terms of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as M&T plans (if such amounts had been paid any) in accordance with such New Plan; provided that such Company Employee provides evidence of payment the terms of such expenses plans as in a form that is reasonably satisfactory effect from time to Parent, its affiliates, insurers or third-party service providerstime.

Employee Matters. (a) For purposes Subject to Section 2.7, from and after the Effective Time, Parent will cause the Surviving Corporation to honor in accordance with their terms all Benefit Plans and compensation arrangements and agreements of eligibility, vesting the Company and the determination Company Subsidiaries as in effect immediately prior to the Effective Time. Effective as of levels the Effective Time and during the period from the Effective Time until December 31 of severance and vacation pay the calendar year following the calendar year in which the Closing occurs (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan“Continuation Period”), under Parent will provide, or will cause the compensation Surviving Corporation to provide to each employee of the Company and benefit plans, programs agreements and arrangements of Parent, the Company, Company Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any of their respective subsidiary and affiliate thereof providing benefits after Subsidiaries following the Effective Time (collectively, the “Continuing Employees”), (i) an annual base salary or wage rate and target and maximum short-term annual incentive compensation opportunities that are no less than those provided to such Continuing Employee immediately prior to the Closing, (ii) target and maximum long-term cash incentive compensation opportunities that are no less than the target and maximum cash value assumptions that were used when granting target equity-based incentive compensation opportunities to such Continuing Employee prior to the Closing, (iii) to the extent not otherwise duplicative with other benefits, retirement benefits and accruals under new Company the applicable Benefit Plans in accordance with the Company’s past practices, (iv) severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) at least equal to the “New Plans”severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) that would have been provided to one each such Continuing Employee in the event of an involuntary termination without cause (or more of those employees termination for good reason, if applicable) under the Benefit Plans of the Company and its subsidiaries who the Company Subsidiaries, without amendment, as currently in effect on the date of this Agreement or as required by applicable Law, and (v) to the extent not otherwise duplicative with employee benefits otherwise described in this Section 7.2(a), employee benefits that are actively employed at least as of favorable in the aggregate as the employee benefits provided to such Continuing Employee immediately prior to the Effective Time and who continue to be employed by Closing under the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years Benefit Plans of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersSubsidiaries.

Employee Matters. (a) For purposes of eligibility12 months following the Effective Time, vesting Parent shall, and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parentshall cause its Affiliates, the CompanySurviving Corporation and its Subsidiaries to, honor in accordance with their terms all employment agreements of the Company or any of its Subsidiaries, except in the event the individuals covered under such agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any respective subsidiary and affiliate thereof providing benefits after Continuing Employee becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to a Company Plan that was in effect as of the Effective Time under new Company Benefit Plans date hereof (collectively, the “New Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to one or more of those employees of recognize the service with the Company and its subsidiaries who are actively Subsidiaries prior to the Effective Time (to the extent such service was recognized by the Company and its Subsidiaries under the Company Plans) of each individual employed as by the Company or one of its Subsidiaries immediately prior to the Effective Time and who continue to be employed by remains in the employment of the Surviving Corporation or one of its subsidiaries immediately after the Effective Time Subsidiaries or Affiliates (each, a “Company EmployeesContinuing Employee”)) for all purposes of vesting, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries eligibility and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacementbenefit entitlement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee12 months following the Effective Time, Parent shall cause all each Continuing Employee Plan that actually covers any Continuing Employee following the Effective Time to waive pre-existing condition exclusions and actively-at-work requirements of limitations to the extent waived or not applicable under the analogous Company Plan relating to such New Plan to be waived for such employee and his or her covered dependentsContinuing Employee, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents Continuing Employees to be given credit under a Company Benefit Plan during the portion of the plan year such Continuing Employee Plans for amounts paid prior to the Effective Time to be taken into account during the year in which the Effective Time occurs under such New a corresponding Company Plan during the same period for purposes of satisfying all deductibleapplying deductibles, co-insurance, co-payment payments and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with the terms and conditions of the applicable Continuing Employee Plan. The foregoing shall not apply to the extent such New Plan; provided that such Company Employee provides evidence service credit would result in a duplication of payment benefits for the same period or is not permitted by the applicable third party benefit provider under the terms and conditions of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersContinuing Employee Plan.

Employee Matters. (a) For purposes of eligibilityFrom and after the Effective Time, vesting Parent and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation shall honor all Company Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the date of this Agreement (or any respective subsidiary and affiliate thereof providing benefits after as amended as contemplated or permitted hereby or with the prior written consent of Parent). For a period of one year following the Effective Time under new Company Benefit Plans (the “New Plans”) Time, Parent shall provide, or shall cause to one or more of those employees be provided, to each current employee of the Company and its subsidiaries Subsidiaries who are actively employed as of immediately prior is not subject to a collective bargaining agreement (the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his for so long as such employee remains employed by Parent or her years of service with its Subsidiaries, compensation and benefits (excluding equity compensation) which, in the Companyaggregate, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, are substantially equivalent to the same extent as compensation and benefits (excluding equity compensation), in the aggregate, provided to such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacementEffective Time; provided that the foregoing obligation may be satisfied through participation and coverage following the Effective Time in Parent’s or its Subsidiaries’ (iias applicable) for purposes compensation and benefit plans, programs, policies and arrangements as in effect from time to time, it being understood that the Company Employees may commence participating in the plans of each New Plan providing medical, dental, pharmaceutical and/or vision benefits Parent and its Subsidiaries on different dates following the Effective Time with respect to any Company Employeedifferent plans of Parent and its Subsidiaries. For a period of one year following the Effective Time, Parent shall provide, or shall cause all pre-existing condition exclusions to be provided, to each current employee of the Company and actively-at-work requirements its Subsidiaries (other than those who are party to a Management Continuity Agreement, whose rights shall be governed by the terms of such New Plan to be waived for such employee and his or her covered dependentsagreements, and Parent those who are covered by a collective bargaining agreement, whose rights shall cause any eligible expenses incurred be governed by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to applicable bargaining agreement) who following the Effective Time to be taken into account suffers a qualifying termination of employment under such New Plan for purposes the terms and conditions of satisfying all deductible, co-insurance, co-payment the severance arrangement of the Company and maximum out-of-pocket requirements its Subsidiaries applicable to such employee and his or her covered dependents for as in effect on the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that date hereof (taking into account such Company Employee provides evidence Employee’s service as required pursuant to Section 6.9(b) below), and thereafter, Company Employees shall be eligible for severance benefits under the severance arrangements applicable to similarly situated employees of payment of Parent or its Subsidiaries as they may maintain such expenses in a form that is reasonably satisfactory plans from time to Parent, its affiliates, insurers or third-party service providerstime.

Employee Matters. (a) For purposes of eligibility, vesting From and after the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the CompanyEffective Time, the Surviving Corporation or any respective subsidiary shall, and affiliate thereof providing benefits after Parent shall cause the Surviving Corporation to, honor all Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time. During the one-year period following the Effective Time under new Company Benefit Plans (the “New PlansContinuation Period”) ), Parent shall provide, or shall cause to one or more of those employees be provided, to each employee of the Company and its subsidiaries Subsidiaries who are actively continues to be employed as of by Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”), with (i) a base salary or hourly rate that is at least equal to the base salary or hourly rate provided to each such Continuing Employee immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Closing Date, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) commission, cash bonus and long-term incentive opportunities, as applicable, that are no less favorable than the commission, cash bonus and long-term incentive opportunities provided to each such Continuing Employee immediately prior to the Closing Date (except that no equity-based compensation shall be considered or taken into account for purposes of determining whether opportunities are no less favorable), and (iii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to each New Plan providing medicalsuch Continuing Employee immediately prior to the Closing Date. In addition and notwithstanding anything to the contrary in the foregoing two sentences, dental, pharmaceutical and/or vision benefits to any Company Employeeduring the Continuation Period (or such longer period as may be required by applicable Law), Parent shall provide, or shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for provided, to each Continuing Employee identified on Section 7.04(a) of the Company Disclosure Letter whose employment is terminated without Cause (as defined in Section 7.04(a) of the Company Disclosure Letter) during such employee period with the severance benefits set forth in Section 7.04(a) of the Company Disclosure Letter; provided that the receipt of any such severance shall be conditioned upon and his or her covered dependents, subject to the execution (and Parent shall cause any eligible expenses incurred non-revocation) by such employee of a customary release of claims in favor of Parent and his or her covered dependents under a its Affiliates (in substantially the form used by the Company Benefit Plan during the portion as of the plan year date hereof with respect to terminations of employment, a copy of which has been made available to Parent prior to the Effective Time to be taken into account under such New Plan for purposes date hereof) (a “Release of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersClaims”).

Employee Matters. (a) For purposes of eligibility, vesting and Simultaneously with the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the CompanyMerger, the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. The Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) plan, including but not limited to, termination of such plan. As of the Effective Time, the Surviving Corporation shall honor and satisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Company Benefit Plan after the Effective Time, and any Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any respective subsidiary and affiliate thereof providing benefits Company Benefit Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Surviving Corporation shall arrange for each individual who is then a participant in such terminated or amended plan to participate in a comparable benefit plan maintained by Surviving Corporation in accordance with the eligibility criteria thereof. All welfare benefit plans of the Parent or the Surviving Corporation in which the Company's employees participate after the Effective Time shall provide coverage for preexisting health conditions to the same extent those conditions were covered under new the applicable plans or programs of the Company Benefit Plans (as of the “New Plans”) Effective Time, and all limitations as to pre-existing conditions, exclusions and waiting periods shall accordingly be waived with respect to participation and coverage under those plans, other than limitations or waiting periods already in effect with respect to one or more of those Company employees which had not been satisfied as of the Effective Time under any welfare plan maintained for such Company and its subsidiaries who are actively employed as of employees immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits)Time. In addition, and without limiting the generality under each such welfare benefit plan of the foregoing: (i) each Company Employee shall be immediately eligible to participateParent or the Surviving Corporation, without any waiting time, in any the outstanding claims and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents the Company's employees under a each corresponding welfare benefit plan of the Company Benefit Plan during for the portion of the plan year prior to preceding the Effective Time to shall be taken into account recognized, and the Company's employees shall be given credit for amounts paid by them under such New Plan each corresponding benefit plan of the Company, for the portion of the plan year preceding the Effective Time, for purposes of satisfying all deductibleapplying deductibles, co-insurance, co-payment payments and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence the terms and conditions of payment the successor welfare benefit plan of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers the Parent or third-party service providersthe Surviving Corporation.

Employee Matters. (a) From and after the Effective Time, ---------------- the employee benefit plans and programs to be provided to employees of HFP as of the Effective Time ("HFP Employees") shall be the benefit plans and programs provided to similarly situated employees of Xxxxxx. For purposes of all employee benefit plans, programs or arrangements maintained, sponsored or contributed to by Xxxxxx or its affiliates, in which HFP Employees shall be eligible to participate, Xxxxxx shall cause each such plan, program or arrangement to treat the prior service of each HFP Employee with HFP or its affiliates as service rendered to Xxxxxx or its affiliates for purposes of eligibility, vesting and the determination of levels of severance and vacation pay benefits accruals (but, for the avoidance of doubt, but not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation . From and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time, Xxxxxx shall (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Xxxxxx or its affiliates to be waived with respect to HFP Employees and their eligible dependents and (ii) give each HFP Employee credit for the plan year in which the Effective Time under new Company (or the transition from HFP Benefit Plans (to the “New Plans”Plans of Xxxxxx or its affiliates) to one or more of those employees of the Company occurs towards applicable deductibles and its subsidiaries who are actively employed as of immediately annual out-of- pocket limits for expenses incurred prior to the Effective Time (or such other transition date). From and who continue after the Effective Time, Xxxxxx shall, or shall cause the Surviving Corporation, to be employed by honor, pursuant to the terms of the HFP Benefit Plans, all accrued or vested benefit obligations to current and former employees of HFP or its affiliates under the HFP Benefit Plans. From and after the Effective Time, Xxxxxx will or will cause the Surviving Corporation or its subsidiaries immediately to retain those existing employees reasonably required by management of HFP for the conduct of the business of the Surviving Corporation after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, Time. Notwithstanding anything contained in this Agreement to the same extent contrary, Xxxxxx or the Surviving Corporation, as such Company Employee was entitledthe case may be, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall take or cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes all actions necessary to effectuate the items set forth in Schedule A of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersHFP Schedule.

Employee Matters. (a) For purposes As of eligibilityimmediately following the Effective Time, vesting and Parent shall cause the determination of levels of severance and vacation pay (but, for Acquired Companies to continue the avoidance of doubt, not for purposes employment of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees Person who was an employee of the Company and its subsidiaries who are actively employed as of Acquired Companies immediately prior to the Effective Time (“Continuing Employees”) on such terms and who continue conditions as may be determined by Parent in its sole discretion. Further, Parent shall, for a period of at least six months following the Closing Date, provide (or cause to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, provided) to the same extent as such Company Employee was entitledContinuing Employees, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result compensation and benefit plans providing compensation and benefits that are no less favorable in the duplication aggregate than the compensation and benefits provided to similarly situated employees of benefits)Parent and its Affiliates. In addition, and without limiting the generality of Notwithstanding the foregoing: , (i) each Company Employee compensation and benefits, as well as other terms and conditions of employment, provided to Continuing Employees who are members of a collective bargaining unit shall be immediately eligible to participate, without any waiting time, in any and all New Plans to satisfy the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before requirements of the replacement; applicable Collective Bargaining Agreement and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits Parent shall provide (or cause to be provided) to any Company Continuing Employee severance benefits, if any, that are the same as provided for a similarly situated employee in the same jurisdiction under Parent’s severance policies in effect at the time of termination of such Continuing Employee, . Parent shall treat and cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan its applicable benefit plans to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during treat the portion service of the plan year Continuing Employees with the Acquired Companies prior to the Effective Time as service rendered to be taken into account under such New Plan Parent or any Affiliate of Parent for purposes of satisfying all deductibleeligibility to participate and vesting, including applicability of minimum waiting periods for participation and for purposes of benefit accrual other than in the case of any defined benefit plan sponsored or maintained by the Parent or its Affiliates (but including with respect to vacation accruals and any severance pay plans). Parent shall provide that, for the plan year in which the Effective Time occurs, no Continuing Employee, or any of his or her eligible dependents, who, at the Effective Time, are participating in an Acquired Company’s group health plan shall be excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation as long as such Continuing Employee enrolls in Parent’s group health plan within the time period specified by the applicable plans. For the plan year in which the Closing Date occurs, Parent shall credit each Continuing Employee with any co-insurance, co-payment payments and maximum deductibles paid respectively by them under the Company Benefit Plans toward satisfaction of any applicable deductible or out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to under Parent, its affiliates, insurers or third-party service providers’s group health plan.

Employee Matters. (a) For As soon as practicable following the Effective Time, HomeTrust shall cause HomeTrust Bank to maintain employee benefit plans and compensation opportunities for the benefit of employees who are full-time employees of the Bank on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable (and equivalent) to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of HomeTrust Bank; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of HomeTrust Bank; and (ii) until such time as Covered Employees participate in the benefit plans and compensation opportunities that are made available to similarly situated employees of HomeTrust Bank, a Covered Employee's continued participation in employee benefit plans and compensation opportunities of the Bank shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the HomeTrust Benefit Plans may commence at different times with respect to each HomeTrust Benefit Plan). (b) To the extent that a Covered Employee becomes eligible to participate in a HomeTrust Benefit Plan, HomeTrust Bank shall cause such HomeTrust Benefit Plan to (i) recognize full-time years of prior service from the date of most recent hire of such Covered Employee with the Bank for purposes of eligibility, participation, vesting and the determination of levels of severance and vacation pay (butand, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only to the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of extent that such service was recognized immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Covered Employee participated was eligible to participate immediately before prior to the replacementEffective Time; provided that such recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service; and (ii) for purposes of each New with respect to any HomeTrust Benefit Plan providing medicalthat is a health, dental, pharmaceutical and/or vision benefits to plan or other welfare plan in which any Company EmployeeCovered Employee is actually participating, Parent HomeTrust Bank shall cause all prehonor any deductible, co-existing condition exclusions payment and activelyout-atof-work requirements of such New Plan to be waived for such employee pocket maximums incurred by a Covered Employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under Company Benefit Plan in which they participated immediately prior to transitioning into a Company HomeTrust Benefit Plan during the portion of the calendar year prior to such transition in satisfying any deductibles, co-payments or out- of-pocket maximums under HomeTrust Benefit Plan and use its commercially reasonable best efforts to cause any pre-existing condition limitations or eligibility waiting periods under such HomeTrust Bank plan year to be waived with respect to such Covered Employee and his or her eligible dependents to the extent such condition was or would have been covered under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time. (c) Prior to the Effective Time, and except as set forth in Section 6.5(d), the Company shall take, and shall cause the Bank to take, all actions reasonably requested by HomeTrust that may be necessary or appropriate to (i) cause one or more the Company Benefit Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Company Benefit Plan to cease as of the Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to be taken into account under such New any Company Benefit Plan for purposes such period as may be requested by HomeTrust, or (iv) facilitate the merger of satisfying all deductibleany Company Benefit Plan into any employee benefit plan maintained by HomeTrust or HomeTrust Bank. In furtherance of the foregoing, co-insurance, co-payment and maximum out-of-pocket requirements applicable HomeTrust shall make any such request in a timely manner that permits the Company or the Bank to such employee and his or her covered dependents for take the applicable plan year as if such amounts had been paid requested action in accordance with such New the requirements and provisions (including notice requirements) of the applicable Company Benefit Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliatescontract, insurers arrangement or third-party service providers.insurance policy. All resolutions, notices, or other documents issued, adopted or

Employee Matters. (a) For purposes As of eligibilitythe Effective Time, vesting Seller shall terminate all of its employees at the Hospital, and Purchaser and/or HHC Pennsylvania shall hire the determination Hired Employees commencing as of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of in positions and at compensation levels consistent with those employees of the Company and its subsidiaries who are actively employed as of being provided by Seller immediately prior to the Effective Time Time. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Purchaser with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature. Within the period of ninety (90) days before the Closing, Seller shall not, and who continue within the ninety (90) days following the Closing, Purchaser and/or HHC Pennsylvania shall not: (1) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (2) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the WARN Act. With respect to terminations of employees following the Closing, Purchaser shall be responsible for any notification required under the WARN Act. In respect of the employees employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Purchaser and/or HHC Pennsylvania, each Company Employee such employer shall be credited provide such employees with his or her years of service employee benefits consistent with the Company, the Company subsidiaries and their respective affiliates before the date benefits generally offered to similarly situated employees of the Merger Closingemployer and, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting timebenefits are based, in any whole or in part, on service with such employer, the employer shall recognize the existing seniority and service with Seller of all New Plans to the extent coverage such employees for benefits purposes and shall provide credit under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) plans for purposes of each New Plan providing medicaldetermining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual); provided, dentalhowever, pharmaceutical that no such credit need be given in respect of any new plan commenced or participated in by the employer in which no prior service credit is given or recognized to or for other plan beneficiaries. Notwithstanding the foregoing, Purchaser and/or vision benefits HHC Pennsylvania, as the case may be, shall continue in effect through December 31, 2005 or later, the health insurance coverage provided to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements employees of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during Seller on the portion of day immediately preceding the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersClosing Date.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan Parent shall or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, shall cause the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after Company to provide each Company Personnel who is as of the Effective Time under new in the service of Parent or the Surviving Company Benefit Plans or a Subsidiary of either (“Continuing Personnel”), during the period commencing at the Effective Time and ending one (1) year thereafter (the “New PlansContinuation Period”), with (i) base salary or base wage rate that is no less favorable than the base salary or base wage rate provided to one or more of those employees of such Continuing Personnel by the Company and its subsidiaries who are actively employed as of Subsidiaries immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes target annual incentive opportunities that are, in the aggregate, no less favorable than the target annual incentive opportunities (taking into account annual incentive compensation payable in either cash or the grant of each New Plan providing medical, dental, pharmaceutical and/or vision benefits an equity award) provided to any such Continuing Personnel by the Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year its Subsidiaries immediately prior to the Effective Time Time; provided that, Parent or the Surviving Company, as applicable, may implement base salary and/or target annual incentive opportunity reductions for Continuing Personnel to be taken into account under the extent any such New Plan reductions are made for purposes substantially all similarly situated employees of satisfying all deductibleParent and its Subsidiaries, co-insuranceincluding the Surviving Company, co-payment in response to or in connection with the COVID-19 pandemic and maximum out-of-pocket requirements applicable (ii) employee health and welfare benefits (excluding defined benefit pension benefits, retiree health and welfare and severance benefits) that are in the case of Continuing Personnel employed by the Company and its Subsidiaries, at the discretion of Parent, either substantially comparable in the aggregate to those (1) provided to such employee Continuing Personnel by the Company and his its Subsidiaries immediately prior to the Effective Time, or her covered dependents for (2) that are generally made available to similarly situated employees of Parent and its Subsidiaries from time to time. Additionally, Parent agrees that each Continuing Personnel shall, during the applicable plan year as if such amounts had been paid in accordance Continuation Period, be provided with such New Plan; provided that such Company Employee provides evidence of severance benefits (including the payment of transitional or notice pay) that are no less favorable than the severance benefits (including the payment of transitional or notice pay) provided by the Company and its Subsidiaries to such expenses Continuing Personnel pursuant to the Company practices set forth in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersSection 7.04(a) of the Company Disclosure Schedule.

Employee Matters. (a) For purposes of eligibilityFrom and after the Effective Time, vesting Dai-ichi and the determination of levels of severance and vacation pay its Subsidiaries (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, including the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after its Subsidiaries) will honor all Benefit Plans and compensation arrangements and agreements of Protective and the Protective Subsidiaries in accordance with their terms as in effect immediately before the Effective Time under new Company Benefit Plans (Time. For a period of one year following the “New Plans”) Effective Time, Dai-ichi and its Subsidiaries will cause the Surviving Corporation and its Subsidiaries to one provide or more cause to be provided to each employee of those employees Protective and any Protective Subsidiary who remains in the employment of the Company Surviving Corporation and its subsidiaries Subsidiaries following the Effective Time, other than an employee who are actively employed has entered into an employment continuation agreement with Protective (each, a "Continuing Employee") (i) at least the same level of base salary or wages (as of applicable) and target cash incentive bonus opportunities and commission opportunities as were made available to such Continuing Employee by Protective and its Subsidiaries in effect immediately prior to the Effective Time date hereof (or as the same may hereafter have been modified in compliance with the applicable provisions of Section 6.01) and who continue (ii) employee benefits (other than equity or equity-based benefits and other than cash incentive bonus and commission opportunities) that are, in the aggregate, at least as favorable to be employed those provided as of the date hereof to such Continuing Employee by Protective and its Subsidiaries pursuant to the Benefit Plans. Notwithstanding any other provision of this Agreement to the contrary, Dai-ichi will cause the Surviving Corporation and its Subsidiaries to provide to each Continuing Employee whose employment is involuntarily terminated by the Surviving Corporation or its subsidiaries immediately after Subsidiary without cause during the one-year period following the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, severance benefits at least equal to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result severance benefits that would have been payable by Protective and its Subsidiaries in the duplication ordinary course of benefits). In additionbusiness consistent with past practices but not in excess of one year (52 weeks) of base salary or wages, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersapplicable.

Employee Matters. (a) For purposes Parent shall use commercially reasonable efforts to allow, as of eligibilitythe Closing Date, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees each employee of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be is employed by the Surviving Corporation Parent or one of its subsidiaries immediately Subsidiaries after the Effective Time (each such person, a “Company EmployeesContinuing Employee”)) will receive full credit (for all purposes, each Company Employee shall be credited with his including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual under any defined benefit plan and equity or her years of equity-based compensation arrangements) for service with the Company, Company or any of the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to Subsidiaries (or predecessor service credit for such service under any similar Company Benefit Plan (except its employee benefit plans to the extent that the Company or any of the Company Subsidiaries so recognized any such predecessor service credit) under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Company or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes or may become a participant; provided, however, that no such service credit will recognition shall result in the any duplication of benefits). In additionWith respect to each health or welfare benefit plan maintained by Parent, the Surviving Company or the relevant Subsidiary for the benefit of any Continuing Employees, and without limiting to the generality of the foregoing: extent a Continuing Employee is to participate in any such plan, Parent shall use commercially reasonable efforts to (i) each Company Employee shall cause to be immediately eligible to participatewaived any eligibility waiting periods, without any waiting time, in evidence of insurability requirements and the application of any and all New Plans to the extent coverage pre-existing condition limitations under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacementplan; and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductibleapplying deductibles, co-insurance, co-payment payments and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence the terms and conditions of payment of such expenses in a form that is reasonably satisfactory to the applicable plan maintained by Parent, its affiliatesthe Surviving Company or the relevant Subsidiary, insurers or third-party service providersas applicable, for the plan year in which the Closing Date occurs.

Employee Matters. (a) For purposes of eligibilitydetermining eligibility to participate, vesting vesting, level of benefits, and the determination entitlement to benefits (but not benefit accrual) where length of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of service is relevant under any equity benefit plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements arrangement of Parent, the Company, the Surviving Corporation or any of their respective subsidiary and affiliate thereof Subsidiaries providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees any employee of the Company and its subsidiaries who are actively employed or the Company’s Subsidiaries that continues as an employee of immediately prior to the Effective Time and who continue to be employed by Parent, the Surviving Corporation or its subsidiaries immediately any of their respective Subsidiaries after the Effective Time (such plans or arrangements, collectively, the “New Plans” and each such employee, a “Company EmployeesEmployee”), each the Company Employee Employees shall be credited with his or her years of receive service credit for service with the Company and the Company’s Subsidiaries (and any respective predecessors) as if such service were with Parent, the Company subsidiaries Surviving Corporation, or its subsidiaries, including vacation time, sick time and their respective affiliates before the date of the Merger Closingrecognized holidays, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit except for such service benefit accrual or early retirement eligibility under any similar Company Benefit Plan (except defined benefit pension plan or to the extent any such service credit will would result in the duplication of benefits). In addition, addition and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting timetime or satisfaction of any other eligibility requirements, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause (A) all pre-existing condition exclusions and limitations, exclusions, actively-at-work requirements of and waiting periods under such New Plan to be waived for such employee and his or her covered dependents, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and Parent shall cause waiting periods would have been applicable under the comparable Benefit Plan immediately prior to the Effective Time, and (B) any eligible expenses incurred by such employee any Company Employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to ending on the Effective Time date such employee’s participation in the New Plan begins to be taken into account under such New Plan for purposes the purpose of satisfying all deductible, co-insurancecoinsurance, co-payment and maximum out-of-pocket requirements and similar expenses applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) For purposes Parent agrees to cause the Surviving Corporation or its Subsidiaries to provide any employee of eligibilitythe Company or any of its Subsidiaries who remains employed with the Surviving Corporation or any if its Subsidiaries after the Effective Time (collectively, vesting and the determination of levels of severance and vacation pay “Company Employees”) with, (but, a) for the avoidance period commencing at the Effective Time and ending on December 31, 2011, compensation, benefits, perquisites and other terms and conditions of doubtemployment that are substantially comparable, not for purposes of in the aggregate, to the benefits, perquisites and other terms and conditions that are provided to Company Employees immediately prior to the Effective Time (excluding, however, benefits under any defined benefit plans, equity compensation plans, or any other plan or benefit accruals agreement terminated pursuant to, or in connection with, this Agreement), unless Parent is legally or contractually required to provide otherwise and (b) for the period commencing January 1, 2012 and ending on December 31, 2012, benefits, perquisites and other terms and conditions of employment that are substantially comparable, in the aggregate, to the compensation, benefits, perquisites and other terms and conditions of employment that are provided to similarly situated employees of Parent (excluding, however, benefits under any defined benefit pension planplans), under as such compensation, benefits, perquisites and other terms and conditions of employment may change from time to time, unless Parent is legally or contractually required to provide otherwise. Parent shall, and shall cause the compensation Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation to, treat, and cause the applicable benefit plans, programs agreements and arrangements of Parentplans in which Company Employees are entitled to participate after the Closing Date to treat, the Companyservice of Company Employees with the Company or any of its Subsidiaries attributable to any period before the Closing Date as service rendered to Parent, the Surviving Corporation or any respective subsidiary Subsidiary of Parent or the Surviving Corporation for purposes of eligibility to participate and affiliate thereof vesting (but not for purposes of benefit accruals), determination of severance benefits, and paying, providing benefits or satisfying when due all vacation, sick pay and other paid time off accrued but unused as of the Closing Date. Without limiting the foregoing, Parent shall, and shall cause the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation to, waive, and cause the applicable benefit plans in which Company Employees are entitled to participate after the Effective Time Closing Date to waive, any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations with respect to any Company Employees and their eligible dependents, to the extent waived or satisfied under new Company any similar Benefit Plans (the “New Plans”) to one or more of those employees of the Company and its subsidiaries who are actively employed as of Plan immediately prior to the Effective Time Closing Date, and who continue to be employed by Parent shall, and shall cause the Surviving Corporation or its subsidiaries immediately any Subsidiary of Parent or the Surviving Corporation to, recognize and credit, and cause the applicable benefit plans in which Company Employees are entitled to participate after the Effective Time (“Closing Date to recognize and credit, any deductibles paid by Company Employees”), each Company Employee shall be credited with his Employees or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date eligible dependents under any of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result Plans that are group health plans in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to in which the Effective Time to be taken into account Closing Date occurs towards deductibles under such New Plan for purposes the group health plans of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers the Surviving Corporation or third-party service providersany Subsidiary of Parent or the Surviving Corporation.

Employee Matters. (a) For purposes of eligibilityUpon the Effective Time, vesting Amgen will assume and the determination of levels of honor all severance and vacation pay employment agreements for all Continuing Employees (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any as defined benefit pension planbelow), under in each case in accordance with their terms; provided that, nothing in the compensation and benefit plans, programs agreements and arrangements of Parent, the CompanyMerger Agreement will prevent Amgen, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits of their affiliates from amending or terminating any of their benefit plans or, after the Effective Time under new Company Benefit Plans Time, any Five Prime employee benefit plan in accordance with their terms or prevent Amgen, the Surviving Corporation or any of their affiliates, after the Effective Time, from terminating the employment of any Continuing Employee. For a period of one (1) year following the “New Plans”) Effective Time, Amgen will provide, or cause to one or more be provided, to each employee of those employees of the Company and its subsidiaries Five Prime who are actively is employed by Five Prime as of immediately prior to the Effective Time and who continue continues to be employed by the Surviving Corporation (or its subsidiaries any affiliate thereof) during such one (1)-year period (each, a “Continuing Employee”) with base salary or base wages and short-term cash incentive compensation opportunities (including, but not limited to, bonuses and commission opportunities) that are no less favorable than those provided to such Continuing Employee immediately after prior to the Effective Time execution of the Merger Agreement, and benefits (“Company Employees”)including severance benefits and other employee benefits but excluding equity and long-term incentive compensation) that are, each Company in the aggregate and at a minimum, substantially equivalent to the benefits (including severance benefits and other employee benefits) provided to such Continuing Employee shall immediately prior to the execution of the Merger Agreement. Each Continuing Employee will be credited given service credit for all purposes, including for eligibility to participate, benefit levels (including, for the avoidance of doubt, levels of benefits under Amgen’s or the Surviving Corporation’s vacation policy) and eligibility for vesting under Amgen’s or the Surviving Corporation’s employee benefit plans and arrangements with his or her years respect to such Continuing Employee’s length of service with the Company, the Company subsidiaries Five Prime (and their respective affiliates before the date of the Merger Closing, its predecessors) prior to the same extent as such Company Employee was entitledClosing Date, before provided, that the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit foregoing will not result in the duplication of benefits or apply to any defined benefit pension plan. With respect to any accrued but unused personal, sick or vacation time to which any Continuing Employee is entitled pursuant to the personal, sick or vacation policies applicable to such Continuing Employee immediately prior to the Effective Time, Amgen will, or will cause the Surviving Corporation to and instruct its affiliates to, as applicable (and without duplication of benefits), assume the liability for such accrued personal, sick or vacation time. In additionTo the extent that service is relevant for eligibility, vesting or allowances (including paid time off) under any health or welfare benefit plan of Amgen or the Surviving Corporation, then Amgen will use commercially reasonable efforts to (a) cause the waiver of all limitations as to pre-existing conditions, exclusions and without limiting waiting periods with respect to participation and coverage requirements applicable to the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participateContinuing Employees, without any waiting time, in any and all New Plans to the extent coverage under that such New Plan replaces coverage conditions, exclusions and waiting periods would not apply under a comparable Company Benefit Plan similar employee benefit plan in which such Company Employee employees participated immediately before prior to the replacement; Effective Time and (iib) ensure that such health or welfare benefit plan will, for purposes of each New Plan providing medicaleligibility, dentalTable of Contents vesting, pharmaceutical and/or vision benefits deductibles, copayments and out-of-pocket maximums and allowances (including paid time off), credit Continuing Employees for service and amounts paid prior to any Company Employeethe Effective Time with Five Prime to the same extent that such service and amounts paid were recognized prior to the Effective Time under the corresponding health or welfare benefit plan of Five Prime. For the avoidance of doubt, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan Amgen will use commercially reasonable efforts to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee a Continuing Employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to immediately before the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment coinsurance and maximum out-of-pocket requirements applicable to such employee Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides the applicable health or welfare benefit plan of Amgen or the Surviving Corporation. Prior to the Effective Time, if requested by Amgen in writing, Five Prime will cause its 401(k) plan to be terminated effective immediately prior to the Effective Time and provide Amgen with evidence of payment such termination (the form and substance of which to be subject to review and approval by Amgen) not later than the day immediately preceding the Effective Time. If the Five Prime 401(k) is terminated in connection with the transactions contemplated by the Merger Agreement, all Five Prime matching contributions will fully vest. In the event that the Five Prime 401(k) plan is terminated based on such expenses a request from Amgen, Five Prime and Amgen will use commercially reasonable efforts to permit Continuing Employees to make rollover contribution of their 401(k) account balances from Five Prime’s 401(k) plan to Xxxxx’s 401(k) plan. Other than with respect to confidential communications to or by the Five Prime Board or in connection with an Adverse Change Recommendation, prior to making any broad-based or any written communications to the directors, officers or employees of Five Prime (other than any communications consistent in all material respects with prior communications made by Five Prime or Amgen) pertaining to compensation or benefit matters that are affected by the Transactions, Five Prime will, to the extent not prohibited by applicable law, (a) provide Amgen with a form that is reasonably satisfactory copy of the intended communication, (b) give Amgen a reasonable period of time to Parent, its affiliates, insurers or third-party service providersreview and comment on the communication and (c) consider any such comments in good faith.

Employee Matters. (a) For purposes On or before the Closing, Seller shall take any actions necessary to cause the Purchased Entities to cease to be sponsoring, adopting or participating employers, as applicable, of eligibilityall Plans except the Purchased Entity Plans listed in Section 5.14(a) of the Seller Disclosure Schedule. Any Purchased Entity Plans listed in Section 5.14 of the Seller Disclosure Schedule that, vesting as of the Effective Date, are sponsored by an Affiliate of Seller other than a Purchased Entity will be transferred to and assumed by a Purchased Entity as of the determination Closing. Except as expressly provided in the remaining paragraphs of levels this Section 5.14 and as set forth in Section 5.14(a) of severance and vacation pay the Seller Disclosure Schedule (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension planwith respect to a Purchased Entity Plan that is assumed by a Purchased Entity), under the compensation Purchaser shall not, and benefit plans, programs agreements from and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Closing Date the Purchased Entities shall not, have any responsibility or Liability with respect to any Plan established prior to the Closing Date, and Seller shall be responsible for such responsibilities and Liabilities. Subject to Section 3.9, Purchaser shall assume and have complete responsibility for all Liabilities associated with the Purchased Entity Plans identified on Section 5.14(a) of the Seller Disclosure Schedule, and Seller and its Affiliates shall have no responsibility or Liability with respect to the Purchased Entity Plans. Sellers and Purchaser shall take all actions necessary to cause all liabilities associated with the Business Employees’ participation in the Petroleum Geo-Services ASA - 2008 Deferred Bonus Arrangement (the “New 2008 Bonus Arrangement”) and the Petroleum Geo-Services ASA - 2009 Bonus Plan (the “2009 Bonus Plan”) to be transferred to and assumed by a Purchaser or a Purchased Entity as of the Closing. Notwithstanding the foregoing, Seller retains the sole discretion to pay to Business Employees and Affiliated Employees the amounts owed pursuant to the 2008 Bonus Arrangement and the 2009 Bonus Plan as of the Closing; provided that if Seller chooses not to exercise such discretion, Seller shall provide to Buyer, on or before March 1, 2010, a schedule, in a readily-accessible electronic format, listing for each Business Employee his or her (i) name, (ii) bonus entitlement under the 2008 Bonus Arrangement, if any, and (iii) bonus entitlement under the 2009 Bonus Plan, if any. Purchaser shall pay such amounts to the listed Business Employees and Affiliated Employees in a lump-sum cash payment on or before March 15, 2010. If Purchaser or an Affiliate terminates the employment of a Business Employee for reasons other than willful misconduct or similar good cause or if his or her employment terminates due to death or disability prior to the payment of amounts owed under the 2008 Bonus Arrangement or the 2009 Bonus Plan, he or she shall remain entitled to any scheduled payments from the applicable Purchased Entity under such plans. If Purchaser or an Affiliate terminates the employment of a Business Employee for willful misconduct or similar good cause or he or she voluntarily resigns prior to the payment of amounts owed under the 2008 Bonus Arrangement, he or she shall remain entitled to the payment from the applicable Purchased Entity of the reduced bonus amount as provided under the terms of such plan. Sellers and Purchaser shall take all actions necessary to cause all liabilities associated with the Business Employees’ participation in the Petroleum Geo-Services ASA - PGS Retention Bonus Plan 2006-2010 and the Petroleum Geo-Services ASA - PGS Retention Bonus Plan 2007-2010 (collectively, the “Retention Bonus Plans”) to one be transferred to and assumed by a Purchaser or more of those employees a Purchased Entity as of the Company and its subsidiaries who are actively employed as Closing. If Purchaser or an Affiliate terminates the employment of immediately a Business Employee for reasons other than willful misconduct or similar good cause or if his or her employment terminates due to death or disability prior to the Effective Time and who continue to be employed by payment of amounts owed under the Surviving Corporation Retention Bonus Plans, he or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee she shall be credited with his or her years of service with paid any unpaid retention payments owed under the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as Retention Bonus Plans within 10 days following such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providerstermination.

Employee Matters. (a) For purposes With respect to the employees of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits Company who remain employed after the Effective Time under new by the Company Benefit Plans following the Effective Time (the “New PlansContinuing Employees”) ), and to one the extent not prohibited under the terms of Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans, other than equity incentive plans, to treat the service of the Continuing Employees with the Company prior to the Effective Time as service rendered to Parent or more any affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation, and for the purpose of determining future vacation accruals and severance amounts. Immediately following the Effective Time, Continuing Employees shall receive employee benefits that, in the aggregate are substantially comparable to those employees of provided to similarly situated Parent employees; provided, that the Company and its subsidiaries who Parent shall have the right to modify each of their respective benefits plans. Parent shall use commercially reasonable efforts to provide that no such Continuing Employee, or any of his or her eligible dependents, who, at the Effective Time, are actively employed as participating in the Company’s group health plan shall be excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation other than waiting period restrictions or pre-existing condition limitations that were applicable to such Continuing Employee immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to provide credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, coinsurance and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year deductibles prior to the Effective Time but in the same plan year. Notwithstanding the foregoing, Parent shall not be required to be taken into account under such New Plan for purposes provide any coverage, benefits or credit inconsistent with the terms of satisfying all deductibleany Parent benefit plans. Furthermore, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his nothing contained in this Section shall require or her covered dependents for imply that the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided employment of the employees of the Company who are employed at the Effective Time are other than “at will” or that such Company Employee provides evidence employment will continue for any particular period of payment time following the Effective Time. This Section is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any agreement of such expenses in a form that is reasonably satisfactory employment with any Person or to Parent, its affiliates, insurers or otherwise create any third-party service providersbeneficiary hereunder, or to be interpreted as an amendment to any plan of Parent or any affiliate of Parent.

Employee Matters. (a) For purposes Effective as of eligibility, vesting the Closing Date and the determination of levels of severance and vacation pay (butthereafter, for the avoidance purpose of doubt, not for purposes determining eligibility and vesting under Purchaser’s and it Affiliates’ plans and programs providing employee benefits to each employee of any equity plan the Company or benefit accruals under any defined benefit pension plan), under the compensation its Subsidiaries who continues in employment with Purchaser and benefit plans, programs agreements and arrangements of Parent, its Affiliates (including the Company, ) immediately following the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans closing (the “New PlansContinuing Employees”) to one after the Closing Date, Purchaser and its Affiliates shall give credit, or more of those employees of shall cause the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue give credit, to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of Continuing Employees for service with the Company, its Subsidiaries and any ERISA Affiliate prior to the Company subsidiaries and their respective affiliates before the date of the Merger ClosingClosing Date, to the same extent as such Company Continuing Employee was entitled, before the date of the Merger Closing, to credit (or would have been) entitled for such service prior to the Closing Date, for purposes of eligibility and vesting under any similar Company Benefit Plan program, policy or arrangement of Purchaser applicable to such Continuing Employees following the Closing Date (each a “Purchaser Plan”), except to the extent prohibited or impeded by Law or where such service credit will would result in the a duplication of benefits)benefits or may be prohibited by the terms of any such program, policy or arrangement. In addition, Purchaser and without limiting its Affiliates shall or shall cause the generality of the foregoing: Company to use commercially reasonable efforts to (i) each Company Employee shall cause any pre-existing conditions or limitations, eligibility waiting periods or actively at work requirements under any health or similar plan of the Company, Purchaser or an Affiliate of Purchaser to be immediately waived with respect to Continuing Employees and their eligible to participatedependents, without any waiting time, in any and all New Plans except to the extent coverage that any waiting period, exclusions or requirements still applied to such Continuing Employee under such New Plan replaces coverage under a the comparable Company Benefit Plan in which such Company Continuing Employee participated immediately before the replacement; Closing, and (ii) for purposes of fully credit each New Plan providing medicalContinuing Employee with all deductible payments, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all preco-existing condition exclusions payments and activelyother out-atof-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible pocket expenses incurred by such employee Continuing Employee and his or her covered dependents under a the medical, dental, pharmaceutical or vision benefit plans of the Company Benefit Plan prior to the Closing during the portion of the plan year prior in which the Closing occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurancepayments, co-payment and or maximum out-of-pocket requirements applicable to such employee Continuing Employee and his or her covered dependents for the applicable such plan year under any medical, dental, pharmaceutical or vision benefit plan of the Company, Purchaser or an Affiliate of Purchaser, as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersplan.

Employee Matters. For the period of one year following the Effective Time, Parent shall (aor shall cause any of its subsidiaries) For to either (1) provide employee benefits to each Silicon Image employee who remains employed by Parent or any of its subsidiaries (a “Covered Employee”), that are no less favorable in the aggregate than the employee benefits (excluding equity and equity-based compensation) provided to similarly situated employees of Parent, or (2) provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective subsidiaries with compensation and benefits (excluding equity based compensation) which, taken as a whole, have a value substantially comparable, in the aggregate, to those provided to similarly situated employees of Parent and its subsidiaries. To the extent employee benefits are provided under the employee benefit plans of Parent or one of its subsidiaries, from and after the Effective Time, Parent shall cause to be granted to each such Covered Employee credit for all service with Silicon Image and its subsidiaries prior to the Effective Time for purposes of eligibilityeligibility to participate, vesting and the determination entitlement to benefits where length of levels service is relevant (including for purposes of vacation accrual and severance and vacation pay (but, for the avoidance of doubt, entitlement but not for purposes of any equity plan or benefit accruals accrual under any defined benefit pension planplan of Parent or any of its subsidiaries), except that that such service need not be credited to the extent that it would result in duplication of coverage or benefits with respect to the same period of service. To the extent applicable, Parent shall or shall cause the Surviving Corporation and any of their respective subsidiaries to waive any pre-existing condition limitation on participation and coverage applicable to any Covered Employee or any of his or her covered dependents under the compensation and benefit plans, programs agreements and arrangements any health or welfare plan of Parent, the Company, Parent or the Surviving Corporation or any of their respective subsidiary and affiliate thereof providing benefits subsidiaries (a “New Plan”) in which such Covered Employee or covered dependent shall become eligible to participate after the Effective Time to the extent such Covered Employee or covered dependent was no longer subject to such pre-existing condition limitation under new Company Benefit Plans (the “corresponding employee benefit plan in which such Covered Employee or such covered dependent was participating immediately before he or she became eligible to participate in the New Plans”) Plan. Parent shall or shall cause the Surviving Corporation or the relevant subsidiary of either to one or more of those employees of the Company provide each Covered Employee with credit for any co-payments and its subsidiaries who are actively employed as of immediately deductibles paid prior to the Effective Time and who continue to be employed by during the Surviving Corporation or its subsidiaries immediately after calendar year in which the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries occurs under any employee benefit plan in satisfying any applicable co-payment and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit deductible requirements for such service calendar year under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Covered Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to participates after the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersTime.

Employee Matters. (a) For As of the Effective Time, the Company shall terminate all of its employees, and, as of the Effective Time, Purchaser shall cause the Company to offer employment to certain employees of the Company on mutually agreeable terms. The term “Hired Employee” as used in this Agreement shall mean all employees of the Company who accept employment with the Company as of the Effective Time. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Purchaser with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature. In respect of the Hired Employees employed by the Company after the Effective Time, Purchaser shall provide such Hired Employees with employee benefits consistent with the benefits generally offered to similarly situated employees of Purchaser’s parent corporation, Horizon Health Corporation, and, to the extent such benefits are based, in whole or in part, on service with such employer, the Purchaser shall recognize the existing seniority and service with Seller of all such employees for benefits purposes and shall provide credit under such plans for purposes of eligibility, determining eligibility and vesting and the determination rate of levels of severance and vacation pay benefit accrual (butbut not actual benefit accrual); provided, for the avoidance of doubthowever, not for purposes that no such credit need be given in respect of any equity new plan commenced or participated in by the employer in which no prior service credit is given or recognized to or for other plan beneficiaries. Notwithstanding the foregoing, the employee benefit accruals plans of the Purchaser shall include waiver of preexisting condition exclusions for Hired Employees and their dependents and recognize or provide credit for all deductibles paid by such Hired Employees during the current period while in the employ of the Company before the Effective Time. Moreover, Purchaser shall honor and assume the liabilities with respect to each Hired Employee’s rights in respect of accrued paid time off and ESL. Any current or future plans created by Purchaser that provide for benefit and vesting service to the Company employees from their original date of hire shall include all vesting and benefit service credit as would be included by recognizing such Hired Employees original date of hire as recognized by the Company before the Effective Time. The service credited under any defined Purchaser’s welfare and other benefit pension plan), plans will include all service credited under the compensation welfare and other benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time under new Company Benefit Plans (the “New Plans”) to one or more of those employees plans of the Company and its subsidiaries who are actively employed as of immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Affiliates, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New 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 New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersrespectively.

Employee Matters. (a) For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan Parent shall or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, shall cause the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after Company to provide each Company Personnel who is as of the Effective Time under new in the service of Parent or the Surviving Company Benefit Plans or a Subsidiary of either (“Continuing Personnel”), during the period commencing at the Effective Time and ending one (1) year thereafter (the “New PlansContinuation Period”), with (i) base salary or base wage rate that is no less favorable than the base salary or base wage rate provided to one or more of those employees of such Continuing Personnel by the Company and its subsidiaries who are actively employed as of Subsidiaries immediately prior to the Effective Time and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”)Time, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes target annual incentive opportunities that are, in the aggregate, no less favorable than the target annual incentive opportunities (taking into account annual incentive compensation payable in either cash or the grant of each New Plan providing medical, dental, pharmaceutical and/or vision benefits an equity award) provided to any such Continuing Personnel by the Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year its Subsidiaries immediately prior to the Effective Time Time; provided that, Parent or the Surviving Company, as applicable, may implement base salary and/or target annual incentive opportunity reductions for Continuing Personnel to be taken into account under the extent any such New Plan reductions are made for purposes substantially all similarly situated employees of satisfying all deductibleParent and its Subsidiaries, co-insuranceincluding the Surviving Company, co-payment in response to or in connection with the COVID-19 pandemic and maximum out-of-pocket requirements applicable (ii) employee health and welfare benefits (excluding defined benefit pension benefits, retiree health and welfare and severance benefits) that are in the case of Continuing Personnel employed by the Company and its Subsidiaries, at the discretion of Parent, either substantially comparable in the aggregate to those (1) provided to such employee Continuing Personnel by the Company and his its Subsidiaries immediately prior to the Effective Time, or her covered dependents for (2) that are generally made available to similarly situated employees of Parent and its Subsidiaries from time to time. Additionally, Parent agrees that each Continuing Personnel shall, during the applicable plan year as if such amounts had been paid in accordance Continuation Period, be provided with such New Plan; provided that such Company Employee provides evidence of 95 severance benefits (including the payment of transitional or notice pay) that are no less favorable than the severance benefits (including the payment of transitional or notice pay) provided by the Company and its Subsidiaries to such expenses Continuing Personnel pursuant to the Company practices set forth in a form that is reasonably satisfactory to Parent, its affiliates, insurers or third-party service providersSection 7.04(a) of the Company Disclosure Schedule.