Common use of Employee Matters Clause in Contracts

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) For a period ending on Until the earlier first anniversary of (x) twelve (12) months following the Closing DateEffective Time, (y) December 31, 2024the Surviving Entity shall provide, or (z) the employee’s termination of cause to be provided, continued employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual for those individuals who is an employee were employees of the Company or a and the Company Subsidiary Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (each, a the “Company EmployeeContinuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wage rate, as applicable, wages at an annual rate that is no less than the annual rate of the base salary or base wage rate as in effect wages provided to such Continuing Employee immediately prior to the Closingdate of this Agreement, (ii) aggregate an annual bonus and other cash-based incentive compensation target that is no less than the annual cash bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunities opportunity with a value that are is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the aggregate value of employee benefits provided by the target annual cash and equity (but excluding retention Company or transaction based opportunities) incentive compensation opportunities as in effect the applicable Company Subsidiary to the Continuing Employees immediately prior to the Closing date of this Agreement or (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided y) substantially comparable to the Company Employees be more favorable than employee benefits provided by Parent or the cash and equity incentive opportunities provided applicable Subsidiary to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in or the aggregate, are substantially similar applicable Subsidiary. Notwithstanding anything to the employee benefits (other than contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any Excluded Benefits such Continuing Employee for Cause (as defined below)) provided immediately prior to the Closingin such Continuing Employee’s Company Employment Agreement, or, to the extent the such Continuing Employee is not party to a Company Employees are transitioned to Parent Plans (Employment Agreement, as defined below) during the Continuation Period, such employee benefits that, in the aggregateCompany’s Change in Control Severance Plan, are substantially similar to effective January 1, 2021 (the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law“CIC Severance Plan”)).

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shallshall provide, or shall cause its Subsidiaries (including the Surviving Corporation) toto be provided, provide to each individual who is an employee of the Company and its Subsidiaries who continues to be employed by Parent or a Company Subsidiary immediately prior to its Subsidiaries following the Effective Time (each, a “Company Continuing Employee”), during the period beginning at the Effective Time and ending on the twelve-month anniversary of the Effective Time (the “Continuation Period”) with (i) a base salary pay or wages that is at least equal to the base wage ratepay or wages provided to each such Continuing Employee immediately prior to the Closing Date, (ii) target cash incentive opportunities and target long-term incentive opportunities, as applicable, that is are, in each case, no less favorable than the base salary or base wage rate as in effect target cash incentive and target long-term incentive opportunities provided to each such Continuing Employee immediately prior to the ClosingClosing Date, (iiiii) health and welfare benefits that are no less favorable in the aggregate target annual cash than the health and equity incentive compensation opportunities welfare benefits provided to each such Continuing Employee immediately prior to the Closing Date, and (iv) retirement benefits that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect retirement benefits provided to each such Continuing Employee immediately prior to the Closing Date. In addition to the foregoing, during the Continuation Period, each Continuing Employee shall be provided with severance benefits in accordance with the terms of, and that are no less favorable than those applicable to the Continuing Employee immediately prior to the Effective Time under, the Company Benefit Plans set forth in Section 3.14(a) of the Company Disclosure Letter (each, a “Company Severance Plan”); provided that (x) such severance benefits shall be determined taking into account each Continuing Employee’s service with the Company and its Subsidiaries (and for purposes of any performance-based incentive compensation opportunitiespredecessor entities) prior to the Effective Time and Parent and its Subsidiaries (including the Surviving Company) after the Effective Time, the value attributable to such opportunities and (y) shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided subject to the Company Employees be more favorable execution and non-revocation of a release of claims (which shall not contain any restrictive covenants other than the cash and equity incentive opportunities provided those related to similarly situated employees confidentiality) in favor of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable permissible under Applicable Law.

Employee Matters. (a) For a period ending on Until the earlier first anniversary of (x) twelve (12) months following the Closing DateEffective Time, (y) December 31, 2024the Surviving Entity shall provide, or (z) the employee’s termination of cause to be provided, continued employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual for those individuals who is an employee were employees of the Company or a and the Company Subsidiary Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (each, a the “Company EmployeeContinuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wage rate, as applicable, wages at an annual rate that is no less than the annual rate of the base salary or base wage rate as in effect wages provided to such Continuing Employee immediately prior to the ClosingMay 4, 2021, (ii) aggregate an annual bonus and other cash-based incentive compensation target that is no less than the annual cash bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to May 4, 2021, (iii) a long-term equity incentive compensation opportunities opportunity with a value that are is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to May 4, 2021, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the aggregate value of employee benefits provided by the target annual cash and equity (but excluding retention Company or transaction based opportunities) incentive compensation opportunities as in effect the applicable Company Subsidiary to the Continuing Employees immediately prior to the Closing May 4, 2021 or (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided y) substantially comparable to the Company Employees be more favorable than employee benefits provided by Parent or the cash and equity incentive opportunities provided applicable Subsidiary to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in or the aggregate, are substantially similar applicable Subsidiary. Notwithstanding anything to the employee benefits (other than contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any Excluded Benefits such Continuing Employee for Cause (as defined below)) provided immediately prior to the Closingin such Continuing Employee’s Company Employment Agreement, or, to the extent the such Continuing Employee is not party to a Company Employees are transitioned to Parent Plans (Employment Agreement, as defined below) during the Continuation Period, such employee benefits that, in the aggregateCompany’s Change in Control Severance Plan, are substantially similar to effective January 1, 2021 (the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law“CIC Severance Plan”)).

Employee Matters. (a) For a period ending on of one year following the Effective Time, Parent shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries following the Effective Time (the “Continuing Employees”), for so long as such Continuing Employee is employed following the Effective Time, (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate provided to such Continuing Employee immediately prior to the Effective Time; (ii) an annual cash bonus opportunity that is no less favorable than is provided to similarly situated employees of Parent or its Subsidiaries, provided that, except as provided in Section 5.6(a)(ii) of the Company Disclosure Letter, for the 2021 performance year, such Continuing Employee shall receive an annual cash bonus at least equal to the annual cash bonus that was paid to such Continuing Employee by the Company for the 2020 performance year and payable at the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (zA) the employeedate of such Continuing Employee’s termination of employment without cause or service due to death or disability and (B) March 15, 2022; (iii) severance benefits that are no less favorable than the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including severance benefits that would have been provided to such Continuing Employee under the Surviving Corporation) to, provide each individual who is an employee applicable severance benefit practices of the Company as in effect immediately prior to the Effective Time as set forth on Section 5.6(a)(iii) of the Company Disclosure Letter; and (iv) employee benefits (other than annual base salary or a wage rate, annual cash bonus opportunities and severance benefits) that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Parent or its Subsidiaries, provided that, for purposes of this clause (iv), the employee benefits generally provided to employees of the Company Subsidiary and its Subsidiaries as of immediately prior to the Effective Time (each, a “Company Employee”) with (i) a other than annual base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash bonus opportunities and equity incentive compensation opportunities that are no less favorable than severance benefits) shall be deemed to be substantially comparable in the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities those provided to similarly situated employees of Parent and or its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits Subsidiaries (other than any Excluded Benefits (annual base salary or wage rate, annual cash bonus opportunities and severance benefits), it being understood that the Continuing Employees may commence participation in the “employee benefit plans,” as defined belowin Section 3(3) of ERISA (whether or not subject to ERISA)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to maintained by Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor or any of its Subsidiaries (including collectively, the Surviving Corporation“New Plans”) at such times as are determined by Parent. For the avoidance of doubt, nothing in this Agreement shall be obligated to continue require Parent or any of its Subsidiaries to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawPerson.

Employee Matters. (a) For a period ending on Until the earlier of (x) date that is twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee employed as of the Closing Date by the Company or a Company Subsidiary immediately prior to the Effective Time thereof (each, a “Company Employee”) with (i) a base salary and who remains employed by Parent or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving CorporationCompany or any of its Subsidiaries) to be provided with (i) a total target cash compensation opportunity (consisting of base salary or wages, as applicable, and annual cash incentive opportunities) that is no less favorable than either that provided to Company Employees immediately prior to the Closing Date or to similarly situated employees of Parent or its Subsidiaries, provided that a Company Employee’s base compensation (salary or wages, as applicable) shall not be obligated to continue to employ any reduced below the level in effect for such Company Employee as of immediately prior to the Closing Date; (ii) eligibility for any specific period equity compensation to the same extent as provided to similarly situated employees of time Parent or its Subsidiaries, provided that the amount of such equity compensation may be adjusted to avoid duplication that otherwise may arise as a result of differences in timing of grants by the Company prior to the Closing Date and by Parent following the Closing Date; (iii) employee benefits (excluding for the avoidance of doubt, subject incentives and equity compensation, which are covered above) at a level that is no less favorable in the aggregate than either the employee benefits in effect for such Company Employee immediately prior to applicable Lawthe Closing Date or the employee benefits provided to similarly situated employees or Parent and its Subsidiaries; and (iv) eligibility for severance benefits on terms no less favorable than those provided pursuant to the Company’s severance arrangements in place as of the date hereof and identified on Schedule 4.10(a).

Employee Matters. (ai) For a period ending on Subject to the earlier terms of (x) twelve (12) months following this Agreement, from and after the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shall, shall honor or shall cause its Subsidiaries (including the Surviving CorporationCorporation to continue to honor all Company Benefit Plans set forth on Section 3.11(a) to, provide each individual who is an employee of the Company or a Company Subsidiary Disclosure Schedule in accordance with their terms as in effect immediately prior to before the Effective Time (eachTime, a “Company Employee”) with (i) a base salary or base wage rate, as applicableprovided, that is no less than nothing herein shall prohibit Parent or the base salary Surviving Corporation from amending or base wage rate terminating any such Company Benefit Plans, arrangements or agreements in accordance with their terms as in effect immediately prior to the ClosingEffective Time or from terminating the employment of any Company Employee to the extent permitted by applicable Laws. For a period of at least one year following the Effective Time, (ii) aggregate target annual cash Parent shall provide, or shall cause to be provided, to each current and equity incentive former Company Employee, other than such employees covered by collective bargaining agreements, compensation opportunities and employee benefits that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits thatfavorable, in the aggregate, are substantially similar than the compensation and benefits provided to the employee benefits (other than any Excluded Benefits current and former Company Employees (as defined below)the case may be) immediately before the Effective Time; provided immediately prior that Parent shall be entitled to the Closing, or, make modifications thereto to the extent such modifications do not result in compensation and benefits for the Company Employees not covered by collective bargaining agreements that are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, less favorable in the aggregate, are substantially similar to the employee benefits (other aggregate than any Excluded Benefits) that which is then provided to similarly situated employees of ParentParent Employees not covered by collective bargaining agreements. Notwithstanding any provision herein anything in this Agreement to the contrary, neither Parent the Surviving Corporation nor any of its Subsidiaries affiliates shall reduce the rate at which any Company Employee, who immediately prior to the Effective Time earned at least five (including 5) weeks paid vacation per year, earns paid vacation time after the Surviving Corporation) Effective Time; provided that there shall be obligated no obligation to continue to employ any increase the rate at which such Company Employee earns vacation to a rate greater than that in effect for any specific period of time following such Company Employee immediately before the Closing Date, subject to applicable LawEffective Time.

Employee Matters. (a) For Effective as of the Effective Time and for a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service thereafter (the “Continuation Period”), Parent shall, shall provide or shall cause its Subsidiaries (including the Surviving Corporation) to, provide to be provided to each individual who is an employee of the Company or a and Company Subsidiary immediately prior who continues to be employed by Parent or any Subsidiary thereof (the Effective Time (each“Continuing Employees”), a “Company Employee”) with (i) a base salary or hourly wage rate and short-term (annual or more frequent) cash bonus or commission opportunities that are no less favorable in the aggregate than the base salary or hourly wage rate and short-term (annual or more frequent) cash bonus or commission opportunities, as applicable, as provided to such Continuing Employee immediately prior to the Effective Time, provided that during the Continuation Period, Parent shall provide or shall cause to be provided to such Continuing Employee a base salary or hourly wage rate, as applicable, that is no less favorable than the base salary or base wage rate as in effect that provided to such Continuing Employee immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity long-term incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) long-term incentive compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, provided that in lieu of equity or equity-based compensation, Parent may elect to substitute cash incentive compensation of equivalent value, and (iii) benefits (excluding retention, change in control, defined benefit pension and post-retirement welfare payments or benefits) that are no less favorable in the aggregate to such Continuing Employee than those provided to similarly situated employees of Parent or the Parent Subsidiaries, provided that providing for such Continuing Employee to continue to participate in Company Benefit Plans as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities Effective Time shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and satisfy this clause (iii) employee benefits that, (it being understood that participation in the aggregateParent benefit plans may commence at different times with respect to each Parent benefit plan as determined by Parent in its sole discretion), are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) and provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) further that during the Continuation Period, the medical, dental, vision and other health benefits provided to such employee benefits that, Continuing Employee shall be no less favorable in the aggregate, are substantially similar aggregate than those provided to such Continuing Employee immediately prior to the employee benefits (Effective Time. In addition, Parent shall, and shall cause the Company and the Company Subsidiaries to, provide to each Continuing Employee who is terminated by Parent, the Company or any Company Subsidiary other than for cause during the Continuation Period the severance payments and benefits as set forth on Section 6.7(a) of the Company Disclosure Letter, taking into account the Continuing Employee’s service prior the Effective Time in accordance with Section 6.7(e) and after the Effective Time through the date of termination and without giving effect to any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to reductions in compensation occurring at or after the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawEffective Time.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following From the Closing Date, (y) Date through December 31, 2024, or (z) the employee’s termination of employment or service 2017 (the “Benefits Continuation Period”), the Surviving Company shall provide, and Parent shall, or shall cause the Surviving Company to provide, to the individuals who are employed by the Company and its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the First Merger Effective Time and to the extent they continue as employees of the Surviving Company, Parent or any of Parent’s Subsidiaries (each, including Subsidiaries of the Surviving Company) during all or a portion of the Benefits Continuation Period (the “Company EmployeeAffected Employees”) with compensation (iincluding base salary, bonus and other cash incentive compensation opportunities) a base salary or base wage rate, as applicable, that is and employee benefits no less favorable in the aggregate than the base salary or base wage rate as in effect compensation and employee benefits provided to the Affected Employees under the Company Employee Plans immediately prior to the ClosingFirst Merger Effective Time; provided that, (ii) aggregate target annual cash for purposes of determining that such compensation and equity incentive compensation opportunities that are employee benefits no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially equity compensation, defined benefit pension plan benefits, retention or change in control payments or awards or any similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closingcompensation or benefit, orshall not be taken into account; and provided, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Periodfurther, such employee benefits that, in the aggregate, are substantially similar Affected Employees shall be eligible to the employee benefits (other than any Excluded Benefits) provided receive equity compensation from Parent on a basis that is comparable to similarly situated employees of Parent. Notwithstanding any provision herein During the Benefits Continuation Period, individuals who are employed by the Company and its Subsidiaries immediately prior to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) First Merger Effective Time shall be obligated provided with severance benefits in amounts and on terms and conditions that are no less favorable than those provided to continue such individuals immediately prior to employ any Company Employee for any specific period the First Merger Effective Time, as set forth in the Company’s Severance Pay Plans as in effect as of time following the Closing Date, subject to applicable Lawdate hereof.

Employee Matters. (a) For a During the period commencing at the Effective Time and ending on the earlier two (2) year anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide each individual who is an employee of employed by the Company or a Company Subsidiary immediately prior to the Effective Time and who remains employed thereafter by the Surviving Corporation, Parent or any of their Subsidiaries (each, a “Company Employee”) who is not a Represented Employee (as defined in Section 6.10(c)) with (i) the same or better employment responsibilities in the same location or within fifty (50) miles of the same location as held by the Company Employee immediately prior to the Effective Time, unless such Company Employee consents to such change in employment responsibilities or location change; (ii) a base salary or base wage raterate and short-term incentive compensation target opportunities that are no less favorable, as in the aggregate, than that provided to the Company Employee immediately prior to the Effective Time; and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to the Company Employee immediately prior to the Effective Time. During the Continuation Period, Parent shall, and shall cause the Surviving Corporation to, provide each eligible Company Employee who experiences a termination of employment by the Surviving Corporation without “Cause” (excluding due to death or disability), or if applicable, by the Company Employee for “Good Reason” (as each such term is defined under the applicable severance arrangement) severance benefits that is are no less than the base salary or base wage rate sum of (i) those applicable to an eligible Company Employee pursuant to either (A) the Company’s general severance benefit guidelines, (B) the Company’s Severance Plan for Executive Officers, as in effect immediately prior to the Closing, Effective Time or (C) an individual written agreement that provides for severance payments during the Continuation Period and (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than continuation of base salary or wages for the aggregate value balance of the target annual cash Continuation Period and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior continued payment of employer premiums for health benefits that an eligible Company Employee elects to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable continue pursuant to such opportunities shall be based on the target value)COBRA; provided, that in no event will that, the cash and equity incentive opportunities provided provisions of this sentence shall not apply to the officers of the Company, Vectren Utility Holdings, Inc. and subsidiaries of Vectren Utility Holdings, Inc. with an employment, change of control, severance or similar agreement (whether or not such agreements are triggered by the transactions contemplated by this Agreement). A Company Employees Employee will not be more favorable eligible for severance benefits if such Company Employee leaves voluntarily other than the cash and equity incentive opportunities provided for “Good Reason”, if applicable (including voluntary resignation or retirement) or, is discharged due to similarly situated employees misconduct, including, but not limited to, a violation of employment policies of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including or the Surviving Corporation) . Any severance benefits under this Section 6.10 shall be obligated to continue to employ provided only if Company Employee executes and does not revoke a release and waiver of all claims in favor of Parent, Surviving Corporation and their Affiliates. For the avoidance of doubt, Parent or the Surviving Corporation may terminate the employment of any Company Employee for at any specific period of time following the Closing Datetime, subject to applicable Lawwith or without cause.

Employee Matters. (a) For a period ending on Following the earlier Effective Time and until the first anniversary of (x) twelve (12) months following the Closing DateDate (or, (y) December 31if earlier, 2024, or (z) until the employee’s date of termination of employment or service (of the “Continuation Period”relevant Continuing Employee), Parent shall, or shall cause one of its Subsidiaries (including the Surviving CorporationCompany) to, provide to each individual who is an employee of the Company or a Company any Subsidiary immediately prior to thereof who, as of the Effective Time (eachTime, a “Company Employee”) continued his or her employment with (i) a base salary Parent or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving CorporationCompany) shall be obligated (each, a “Continuing Employee”) with (1) annual base salary or hourly wage rate (as applicable) and an annual target cash bonus opportunity (determined taking into account any bonus payable pursuant to continue the first sentence of Section 5.7(d) hereof), in each case, that is not less than the annual base salary or hourly wage rate (as applicable) and the annual target cash bonus opportunity, respectively, provided to employ any Company such Continuing Employee for any specific period of time following immediately prior to the Effective Time, (2) an annual target long-term incentive compensation opportunity (including target equity or equity-based incentive opportunity) that is not less favorable than the target long-term incentive compensation opportunity provided to such Continuing Employee immediately prior to the Effective Time; provided however, that if the Closing DateDate occurs after Parent has granted annual long-term incentive awards for the 2025 fiscal year and prior to the Company granting annual long-term incentive awards for the 2025 fiscal year, subject Parent shall provide an annual target long-term incentive compensation opportunity (including target equity or equity-based incentive opportunity) for the 2025 fiscal year that is not less favorable than the target long-term incentive compensation opportunity provided to applicable Lawsuch Continuing Employee immediately prior to the Effective Time, (3) severance benefits that are no less favorable than the severance benefits in effect for such Continuing Employees as immediately prior to the Effective Time, as set forth on Section 5.7(a) of the Company Disclosure Schedule, and (4) other employee benefits that are substantially comparable in the aggregate to the employee benefits provided to similarly situated employees of Parent or its Affiliates (excluding transaction bonuses, retention bonuses, nonqualified deferred compensation, equity and long-term incentive compensation, defined benefit pension and post-employment or retiree health and welfare benefits (collectively, the “Excluded Benefits”)).

Employee Matters. (a) For a the 12 month period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide to each individual employee of the Company and its Subsidiaries who is an employee of the Company or a Company Subsidiary any of its Subsidiaries immediately prior to the Effective Time (each, a “Company Continuing Employee”) with (i) a at least the same base salary cash compensation or other base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect wages provided to such Continuing Employee immediately prior to the Closing, Effective Time; (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits thatsubstantially comparable, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) target annual cash incentive opportunity and target annual equity incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time (which, in the case of incentive opportunities granted following the Closing, or, shall be subject to the extent terms and conditions of the Company Employees applicable employee benefit plan maintained by Parent or its Subsidiaries); (iii) severance benefits that are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits thatno less favorable, in the aggregate, are substantially similar than the severance benefits provided to such Continuing Employee immediately prior to the employee benefits Effective Time (other than for the avoidance of doubt, after taking into account the service crediting provisions of Section 5.05(b) and any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time additional service performed following the Closing Date); and (iv) other compensation and employee benefits (excluding, subject for this purpose, the compensation contemplated by clauses (i)-(iii) above and retention, change in control, or one-time or special benefits or arrangements) that are substantially comparable, in the aggregate, to applicable Lawthose provided to such Continuing Employee immediately prior to the Effective Time. Nothing in this Section 5.05(a) is intended to or shall create any right in any employee, consultant or contractor of the Company to continued employment by or service to Parent, the Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, or limit the ability of Parent, the Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, to terminate the employment or service of any employee, consultant or contractor of the Company for any reason.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date hereof or as subsequently amended if and as permitted pursuant to the terms of such Company Benefit Plans and this Agreement. Effective as of the Effective Time and until the Benefits Maintenance Date, Parent shall provide, or shall cause the Surviving Corporation) toCorporation to provide, provide to each individual who is an employee of the Company or a any Company Subsidiary who continues to be employed by Parent, the Surviving Corporation or any Subsidiary thereof (the “Continuing Employees”), (i) at least the same wage rate or base salary as in effect for such Continuing Employee immediately prior to the Effective Time, (ii) at least the same annual target cash incentive compensation opportunity as in effect for such Continuing Employee immediately prior to the Effective Time (eachexcluding, a “Company Employee”) with (i) a base salary or base wage ratefor the avoidance of doubt, as applicableany change-in-control, that is no less than the base salary or base wage rate as in effect immediately prior to the Closingtransaction and retention bonus payments), (iiiii) aggregate target annual cash health and equity incentive compensation opportunities welfare benefits (excluding severance but including paid time off) that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities those provided to similarly situated employees of Parent and its Subsidiaries, and (iiiiv) employee severance benefits that, in that are the aggregate, are substantially similar to greater of the employee severance benefits (other than any Excluded Benefits (as defined below)A) provided immediately prior to the Closing, or, to the extent for which such Continuing Employee was eligible under the Company Employees are transitioned to Parent Benefit Plans in effect as of the date of this Agreement as set forth in Section 7.7(a) of the Company Disclosure Letter and (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded BenefitsB) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of and its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawSubsidiaries.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following From the Closing Date, Date through the one (y1) December 31, 2024, or (z) the employee’s termination of employment or service year anniversary thereof (the “Compensation Continuation Period”), the Surviving Corporation shall provide, and Parent shall, or shall cause the Surviving Corporation to provide, to each individual who is employed by the Company and its Subsidiaries immediately prior to the Merger Effective Time, while such individual continues to be employed by the Surviving Corporation, Parent or any of Parent’s Subsidiaries (including Subsidiaries of the Surviving Corporation) toduring the Compensation Continuation Period (collectively, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company EmployeeAffected Employees”) with (i) a base salary or base wage rate, as applicable, rate that is no not less than the base salary or base wage rate as in effect provided to such Affected Employee immediately prior to the ClosingMerger Effective Time, (ii) aggregate target annual cash incentive compensation (including bonus opportunity and other cash incentive compensation opportunities) and equity incentive compensation opportunities no less favorable in the aggregate than the cash incentive compensation (including bonus opportunity and other cash incentive compensation opportunities) and equity incentive compensation provided to such Affected Employee immediately prior to the Merger Effective Time, and (iii) severance benefits in amounts and on terms and conditions that are no less favorable than those provided to the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect Affected Employees immediately prior to the Merger Effective Time, as set forth in the Company’s Severance Pay Plans disclosed to Parent before the date hereof. From the Closing (and Date through December 31, 2019, Affected Employees shall be provided with employee benefits substantially similar in the aggregate than the employee benefits provided to such Affected Employee under the Company Employee Plans immediately prior to the Merger Effective Time; provided that, for purposes of any performance-based incentive compensation opportunities, the value attributable to determining that such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, are no less favorable in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) benefit pension plan benefits, retention or change in control payments or awards provided immediately prior to the Closing, or, to the extent by the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor or any of its Subsidiaries (including prior to the Surviving Corporation) Merger Effective Time shall not be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawtaken into account.

Employee Matters. (a) For a period ending on Following the earlier Effective Time and until the first anniversary of (x) twelve (12) months following the Closing DateDate (or, (y) December 31if earlier, 2024, or (z) the employee’s date of termination of employment or service (the “Continuation Period”of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation) to, provide each individual the individuals who is an employee are employed by the Partnership or any of the Company or a Company Subsidiary its Subsidiaries immediately prior to before the Effective Time (each, a the “Company EmployeeCurrent Employees”) and who continue employment during such time period with (i) a annual base salary or base hourly wage rate, rate (as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity base salary or hourly wage rate (but excluding retention or transaction based opportunitiesas applicable) incentive compensation opportunities as in effect provided to such Current Employees immediately prior to the Closing Effective Time and (ii) other compensation and for purposes of employee benefits (excluding any performancedefined benefit and supplemental pensions, and retiree or post-based incentive compensation opportunitiestermination health or welfare benefits (collectively, the value attributable to such opportunities shall be based on “Excluded Benefits”)) that are substantially comparable in the target value); provided, that in no event will the cash and equity incentive opportunities provided aggregate to the Company Employees be more favorable than other compensation and employee benefits (subject to the cash and equity incentive opportunities same exclusions) provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits . In the event that, in following the aggregate, are substantially similar to Effective Time and until the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees first anniversary of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, a Current Employee’s employment is terminated by Parent or its Subsidiary without cause, as reasonably determined by Parent or its Subsidiary, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to applicable Lawsuch Current Employee’s execution of a customary release and waiver of claims; provided, that such Current Employee 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 its affiliates.

Employee Matters. (a) For a period ending on From and after the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shall, or shall cause its Subsidiaries the Company to, honor all Company Benefit Plans (including those compensation arrangements and agreements permitted by Section 6.1) in accordance with their terms. For a period of one year following the Surviving Corporation) toEffective Time, provide Parent shall provide, or shall cause to be provided, to each individual who is an employee of the Company or a Company Subsidiary immediately prior to and its Subsidiaries at the Effective Time who continues to remain employed with the Company and its Subsidiaries (each, a “Company Employee”) with (i) a an annual base salary or wage rate that is no less favorable that the annual base salary or wage raterate provided to the Company Employee immediately prior to the Effective Time, (ii) annual cash incentive compensation opportunities (including, as applicable, target amounts) that is are no less than favorable in the base salary or base wage rate as in effect aggregate to those provided to the Company Employee immediately prior to the ClosingEffective Time, (iiiii) aggregate long-term target annual cash and equity incentive compensation opportunities that are no less favorable than in the aggregate value of to those provided to the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect Company Employee immediately prior to the Closing Effective Time and (iv) retirement, health and for purposes of any performancewelfare and severance benefits (excluding defined benefit pension plans, post-based incentive employment welfare benefit plans, and nonqualified deferred compensation opportunitiesplans) that are substantially comparable in the aggregate to those retirement, the value attributable to such opportunities shall be based on the target value); providedhealth and welfare and severance benefits (excluding defined benefit pension plans, that in no event will the cash post-employment health and equity incentive opportunities welfare benefit plans, and nonqualified deferred compensation plans) provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided Employee immediately prior to the ClosingEffective Time; provided, orhowever, to the extent the Company Employees are transitioned to that Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated under no obligation to continue grant additional book value units to employ any Company Employee for or to grant equity or equity-based awards to any specific period of time following the Closing Date, subject to applicable LawCompany Employee.

Employee Matters. (a) For a period ending on of one year after the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide to each individual employee of the Company and the Company Subsidiaries who is an employee of the Company or a any Company Subsidiary immediately prior to the Effective Time (eachincluding, without limitation, any such employees who are on disability or other approved leave), other than an employee whose terms and conditions of employment are governed by a collective bargaining agreement (the “Company Continuing Employee”) with ), for so long as the Continuing Employee is employed by the Surviving Corporation during the Continuation Period, (i) a base salary or base wage rate, as applicable, cash compensation that is no less favorable than the base salary or base wage rate as in effect immediately prior to the ClosingEffective Time, (ii) short-term bonus and short-term incentive opportunities (excluding any equity or equity-based compensation) that are no less favorable in the aggregate target annual cash and equity incentive compensation opportunities than those in effect immediately prior to the Effective Time, (iii) severance benefits to each Continuing Employee that are no less favorable than those under the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities Company Benefits Plan as in effect immediately prior to the Closing Effective Time (including, but not limited to, the Company’s Change in Control Severance Policy, and for purposes any other severance policies) or Benefit Plans, programs, policies, agreements and arrangements of any performanceParent or the Surviving Corporation as in effect at the time of termination of employment, whichever is greater and (iv) employee Benefit Plans and arrangements (other than defined benefit pension, retiree welfare, base cash compensation, short-term and long-term bonus and short-term and long-term incentive opportunities, nonqualified deferred compensation, change in control, equity and equity-based incentive compensation opportunities, and severance benefits) to Continuing Employees that are no less favorable in the value attributable aggregate to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities either those provided to the Company Continuing Employees be more favorable than as of the cash and equity incentive opportunities date hereof or those provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor or any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawAffiliates.

Employee Matters. (a) For New Charter shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be employed by New Charter or its Subsidiaries (including, for the avoidance of doubt the New Charter and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”), other than any Continuing Employee included in a collective bargaining unit during the Continuation Period (each, a “Represented Employee”), with, to the extent employed by New Charter or its Subsidiaries, (i) during the period beginning at the Effective Time and ending on the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with (i) a base salary or base wage ratepay and annual cash bonus opportunities, as applicable, that is are no less favorable in the aggregate than the base salary or base wage rate as in effect provided to each such Continuing Employee immediately prior to the ClosingClosing Date, (ii) aggregate target annual during the Continuation Period, commission and cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect either those provided to each such Continuing Employee immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities Date or those provided to similarly situated employees of Parent and New Charter or its SubsidiariesSubsidiaries following the Closing Date, and (iii) until December 31, 2016, employee benefits that are no less favorable in the aggregate than provided to each such Continuing Employee immediately prior to the Closing Date; provided, that, for purposes of determining whether such pay, opportunities and benefits are no less favorable in the aggregate, are substantially long-term cash incentive compensation, equity compensation, defined benefit pension plan benefits, severance, retention (including, for the avoidance of doubt, any supplemental cash bonus opportunity paid or payable in connection with the transactions contemplated by this Agreement or the Company’s terminated merger agreement with Comcast Corporation), sale, stay, or change in control payments or awards or any similar compensation or benefit, shall not be taken into account. With respect to Represented Employees, New Charter shall retain, or shall cause to be retained, any and all of the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior rights and obligations it may have pursuant to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Applicable Law.

Employee Matters. (a) For a From and after the Effective Time, ETP shall or shall cause the Surviving Corporation or its Subsidiaries, as applicable, to honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time as such agreements and arrangements may be modified or terminated in accordance with their terms from time to time. Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the earlier first anniversary thereof, to provide to each of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of individuals employed by the Company or a Company Subsidiary any of its Subsidiaries immediately prior to the Effective Time (each, a the “Company EmployeeCurrent Employees”) with (i) a base salary or base wage ratecompensation and target cash bonus opportunity that, as applicablein each case, that is no less favorable than was provided to the base salary or base wage rate as Current Employee immediately before the Effective Time, and (ii) all other compensation and benefits that are substantially comparable in effect the aggregate to the compensation and benefits (A) provided to such Current Employee immediately prior to the Closing, Effective Time (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performanceequity-based incentive compensation opportunitiescompensation), the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities or (B) provided to similarly situated employees of Parent and its Subsidiaries, and Subsidiaries (iii) employee benefits that, in the aggregate, are substantially similar excluding equity-based compensation). Notwithstanding any other provision of this Agreement to the employee contrary, (x) ETP shall or shall cause the Surviving Corporation to provide each Current Employee whose employment terminates during the one-year period following the Effective Time (or such longer period required by an applicable Company Benefit Plan) with severance payments and benefits (other at levels and in amounts no less favorable than any Excluded Benefits (as defined below)) provided the levels and amounts in effect immediately prior to the ClosingEffective Time, or, to the extent the Company Employees are transitioned to Parent Plans and (as defined belowy) during such one-year period following the Continuation PeriodEffective Time (or such longer period required by an Company Benefit Plan), such employee severance benefits that, in the aggregate, are substantially similar offered to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) each Current Employee shall be obligated determined without taking into account any reduction after the Effective Time in compensation paid to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawsuch Current Employee.

Employee Matters. (a) For a During the period commencing at the Effective Time and ending on the earlier two (2) year anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide each individual who is an employee of employed by the Company or a Company Subsidiary immediately prior to the Effective Time and who remains employed thereafter by the Surviving Corporation, Parent or any of their Affiliates (each, a “Company Employee”) who is not covered by a Company Union Contract and who remains a Company Employee with (i) a base salary or base wage rate, as applicable, rate that is no less favorable than that provided to the base salary or base wage rate as in effect Company Employee immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than substantially comparable, in the aggregate value of aggregate, to those provided to the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect Company Employee immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, Effective Time and (iii) employee benefits thatthat are substantially comparable, in the aggregate, are substantially similar to those provided to the employee benefits (other than any Excluded Benefits (as defined below)) provided Company Employee immediately prior to the Closing, or, to Effective Time. During the extent the Company Employees are transitioned to Parent Plans (as defined below) during three-year period following the Continuation Period, such Parent shall, or shall cause the Surviving Corporation or its other Affiliates to, treat Company Employees with respect to the payment of base salary or wage rate, incentive compensation opportunities, employee benefits that, and severance benefits no less favorably in the aggregate, are substantially similar to the employee benefits (other aggregate than any Excluded Benefits) provided to similarly situated employees of Parentthe Parent and its Affiliates. Notwithstanding any provision herein Prior to the contrarythird anniversary of the Closing Date, neither Parent nor shall not, and shall cause the Surviving Corporation to not, terminate or amend in any manner that is materially adverse to the participants therein, any of its Subsidiaries (including the Surviving CorporationCompany Benefit Plans listed on Section 6.10(a) shall be obligated to continue to employ any of the Company Employee for any specific Disclosure Letter. During the three-year period following the third anniversary of time following the Closing Date, subject to Section 6.10(d)(ii), Parent shall, or shall cause the Surviving Corporation to, treat retirees of the Company and its Subsidiaries with respect to the provision of post-retirement welfare benefits no less favorably than similarly situated retirees of the Parent and its Affiliates. As soon as practicable following the end of the fiscal year in which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation or its other Affiliates to, pay each Company Employee who remains employed with the Surviving Corporation, Parent or any of their Affiliates through the applicable Lawpayment date an annual cash bonus for such fiscal year in an amount determined based on the level of attainment of the applicable performance criteria under the bonus plan in which such Company Employee participated as of immediately prior to the Effective Time.

Employee Matters. (a) For a During the period commencing at the Effective Time and ending on the earlier one (1) year anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Date (the “Continuation Period”), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide to each individual employee of the Company and the Company Subsidiaries who is an employee of the Company or a any Company Subsidiary immediately prior to the Effective Time (including, without limitation, any such employees who are on disability or other approved leave), other than an employee whose terms and conditions of employment are governed by a Company Collective Bargaining Agreement, the terms and conditions of which shall be respected by Parent and the Surviving Corporation (each, a “Company Continuing Employee”) with ), for so long as the Continuing Employee is employed by Parent or any Parent Subsidiary during the Continuation Period, (i) a base salary or base wage rate, as applicable, cash compensation that is no less favorable than the base salary or base wage rate as in effect immediately prior to the ClosingEffective Time, (ii) aggregate target annual and quarterly, as applicable, cash bonus and incentive opportunities (excluding any retention, transaction and similar one-time bonuses and subject to equitable adjustment, if applicable to address differences in the fiscal year of each of Parent and the Company) that are each no less favorable than those in effect immediately prior to the Effective Time, (iii) solely to the extent a Continuing Employee has participated in the Company’s long-term equity incentive program prior to Closing, a target long-term incentive opportunity that when aggregated with the Continuing Employee’s compensation opportunities elements set forth in (i) and (ii) above, provides such Continuing Employee with a total target compensation opportunity that is no less than that of a similarly situated employee of Parent, (iv) severance benefits that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities those that would have been provided to such Continuing Employee under Company Benefit Plans as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its SubsidiariesEffective Time, and (iiiv) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (base cash compensation, cash bonus and incentive opportunities and severance benefits) that are no less favorable in the aggregate to those provided under Company Benefit Plans as defined below)) provided in effect immediately prior to the Closing, or, Effective Time. Nothing herein shall be interpreted to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including prevent the Surviving Corporation) shall be obligated , Parent or any Parent Subsidiary to continue adjust base salaries to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawaddress misconduct or poor performance.

Employee Matters. (a) For a During the period commencing at the Effective Time and ending on the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shallshall provide, or shall cause its Subsidiaries (including the Surviving Corporation) toCorporation to provide, provide to each individual who is an employee of the Company or a Company Subsidiary immediately prior its Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any of their respective Subsidiaries following the Effective Time (eachcollectively, a the “Company EmployeeEmployees”) with 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, as applicable, that is rate no less than the base salary or base wage rate as in effect that provided to such Company Employee immediately prior to the ClosingEffective Time, (ii) aggregate through the end of the Company’s fiscal year 2017, target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect that provided to such Company Employee immediately prior to the Closing Effective Time, (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, iii) long term incentives that in no event will the cash and equity incentive opportunities provided are comparable to the Company Employees be more favorable than the cash and equity incentive opportunities long term incentives provided to similarly situated employees of Parent and its Subsidiaries, and (iiiiv) employee benefits that, in the aggregate, are substantially similar to the aggregate employee benefits (other than excluding any Excluded Benefits (as equity-based compensation, defined below)benefit retirement benefits and retiree welfare benefits) provided immediately prior to the Closing, or, to the extent the Company Employees that are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, substantially comparable in the aggregate, are substantially similar aggregate to the employee benefits (other than any Excluded Benefits) those provided to similarly situated employees of ParentParent and its Subsidiaries (other than the Company and its Subsidiaries); provided, that for purposes of the foregoing sentence, the employee benefits (excluding any equity based compensation defined benefit retirement benefits and retiree welfare benefits) generally provided to employees of the Company as of immediately prior to the Effective Time shall be deemed to be substantially comparable, on an aggregate basis, to those provided to similarly situated employees of Parent and its Subsidiaries. Notwithstanding any provision herein anything in this Agreement to the contrary, neither following the Effective Time, Parent nor any of its Subsidiaries (including shall, or shall cause the Surviving Corporation) shall be obligated Corporation to continue to employ provide for terms and conditions of employment for any Company Employee for any specific period of time following the Closing Date, subject to in accordance with applicable Law.

Employee Matters. (a) For a period ending on Until the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Benefits Continuation Period”), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation and its Affiliates to, provide each individual who is an employee provide, for those employees of the Company and its Subsidiaries who continue as employees of the Surviving Corporation or any of its Affiliates during all or a Company Subsidiary immediately prior to portion of the Effective Time Benefits Continuation Period (eachthe “Continuing Employees”), a “Company Employee”) with compensation (i) a including base salary or base wage ratesalary, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash bonus and equity other incentive compensation opportunities opportunities) and employee benefits (excluding severance) that are no in the aggregate with respect to each Continuing Employee shall not be any less favorable than the aggregate value compensation and employee benefits provided by (i) in the case of salaried Continuing Employees, Parent (or, in the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes event of any performance-based incentive compensation opportunitiesassignment of rights under this Agreement to American Blue Ribbon Holdings, LLC (“ABRH”) pursuant to Section 9.7, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash compensation and equity incentive opportunities employee benefits provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided ABRH) to similarly situated employees of Parent and its Subsidiaries, and Subsidiaries (iii) employee benefits thator, in the aggregateevent of any assignment of rights under this Agreement to ABRH pursuant to Section 9.7, are substantially similar similarly situated employees of ABRH and its subsidiaries) and (ii) in the case of hourly Continuing Employees, the Company or the applicable Subsidiary to the employee benefits (other than any Excluded Benefits (as defined below)) provided such Continuing Employee immediately prior to the ClosingAcceptance Time. Nothing herein shall be deemed to be a guarantee of employment for any current or former employee of the Company or any of its Subsidiaries, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than as provided in any Excluded Benefits) provided applicable employment agreement or other Contract, to similarly situated employees restrict the right of Parent. Notwithstanding any provision herein to Parent or the contrary, neither Parent nor Surviving Corporation or any of its Subsidiaries (including Affiliates to terminate the Surviving Corporation) shall be obligated to continue to employ employment of any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawsuch Continuing Employee.

Employee Matters. (a) Employees of the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of SSW or QUALCOMM (as applicable), the Surviving Corporation or any of their Affiliates following the Effective Time are hereinafter referred to as the “Continuing Employees”. For a the period commencing at the Effective Time and ending on the earlier of (x) twelve (12) months following from the Closing Date, (y) December 31, 2024Effective Time, or such longer time as required by applicable Law (z) the employee’s termination of employment or service (such period, the “Continuation Period”), Parent SSW or QUALCOMM (as applicable) shall, or shall cause its Subsidiaries (including the Surviving Corporation) Corporation or any of their respective Affiliates to, provide for each individual who is an employee Continuing Employee (i) at least the same base salary and wage rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term cash incentive compensation opportunities (excluding, for the avoidance of doubt, any equity or equity-based incentives) that are no less favorable in the Company or a Company Subsidiary aggregate than incentive compensation opportunities provided to each such Continuing Employee immediately prior to the Effective Time and (each, a “Company Employee”iii) with (i) a base salary or base wage rateemployee benefits, as determined by SSW or QUALCOMM (as applicable) in its reasonable discretion, that is no less are either (A) substantially comparable in the aggregate (other than defined benefit pension plans and retiree medical or other post-termination welfare benefits (unless required pursuant to a collective bargaining agreement or applicable Law) and retention or change in control payments or awards) to the base salary or base wage rate as in effect employee benefits provided to such Continuing Employee immediately prior to the ClosingEffective Time, or (iiB) aggregate target annual cash substantially similar to the employee benefits provided to similarly-situated employees of SSW or QUALCOMM (as applicable). Without limiting the generality of the foregoing, during the Continuation Period, SSW or QUALCOMM (as applicable) shall provide, or shall cause the Surviving Corporation or any of their respective Affiliates to provide, severance payments and equity incentive compensation opportunities benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the aggregate value severance payments and benefits as set forth in Section 6.9(a) of the target annual cash and equity (but excluding retention Company Disclosure Letter. Notwithstanding the provisions of this Section 6.9(a) or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, set forth in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, orremaining subsections of Section 6.9, to the extent the Company Employees a Continuing Employee is employed in a jurisdiction where applicable Law requires different treatment of such Continuing Employee’s compensation or benefits entitlements, or such Continuing Employee’s terms of employment are transitioned to Parent Plans governed by a collective bargaining, works council or similar agreement, SSW or QUALCOMM (as defined belowapplicable) during shall, or shall cause the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor Surviving Corporation or any of its Subsidiaries (including their respective Affiliates to comply with the Surviving Corporation) shall be obligated to continue to employ requirements of any Company Employee for any specific period of time following the Closing Datesuch applicable Laws or collective bargaining, subject to applicable Lawworks council or similar agreements.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months one year following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee to employees of the Company or a any of its Subsidiaries as of the Effective Time who continue employment with the Surviving Corporation or any of its Affiliates (“Continuing Employees”) (i) base salaries that are not less than the salaries provided to such employees by the Company Subsidiary and its Subsidiaries, as in effect on December 1, 2009, (ii) except for the employees set forth in Section 7.07(a)(ii) of the Company Disclosure Letter, annual or semi-annual, as applicable, cash bonuses that are not less than the annual or semi-annual, as applicable, cash bonuses provided to such employees by the Company and its Subsidiaries on December 1, 2009 and (iii) benefits (other than equity-based compensation and other than benefits referenced in Section 7.07(d)(ii) of the Company Disclosure Letter or Section 7.07(a)(iii) of the Company Disclosure Letter) that (A) to the extent provided under any Company Plan, are substantially comparable in the aggregate to the benefits provided by the Company and its Subsidiaries under such Company Plan immediately prior to the Effective Time and (eachB) to the extent provided under any Continuing Employee Plan, a “are substantially comparable in the aggregate to the benefits provided to similarly-situated Parent employees under such Continuing Employee Plan; provided that, for the avoidance of doubt and without limiting the foregoing clauses (A) and (B), nothing shall require that the aggregate level of benefits for Continuing Employees across all Company Employee”Plans and Continuing Employee Plans after the Effective Time be substantially comparable to the benefits provided prior to the Effective Time under the Company Plans; and provided, further, that nothing shall prohibit Parent from terminating or causing the Company to terminate any Company Plan or Continuing Employee Plan following the Effective Time. Except as set forth in Section 7.07(d)(ii) with of the Company Disclosure Letter, if the occurrence of the Merger or any other transactions contemplated under this Agreement would impose any limitation on the ability of the Company, the Surviving Corporation, Parent or any of their respective Affiliates to amend or terminate any Company Plan, the Company shall, to the fullest extent permitted under the terms of such Company Plan and prior to the date that such limitation would be imposed, amend such Company Plan to (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, remove such limitation and (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value provide for such other modifications to such Company Plan as requested by Parent, with such modifications to become effective as of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect date immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following preceding the Closing Date, subject to applicable Law.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent Buyer shall, or shall cause its Subsidiaries an Affiliate to, make an offer of employment to each Target Employee set forth on Schedule 6.4(a) (including all such Target Employees on leave), with such offered employment to be effective as of immediately following the Surviving Corporation) to, provide each individual termination of such Target Employee by Seller. Each such Target Employee who is accepts such offer of employment no later than the Employee Termination Date and becomes an employee of the Company Buyer, or one of its Affiliates shall be referred to herein as a Company Subsidiary “Continuing Employee.” The initial terms of employment or continued employment for each Continuing Employee shall provide for (i) a position consistent with such Continuing Employee’s position as of immediately prior to the Effective Time Closing and on terms consistent with those set forth in this Section 6.4, (each, a “Company Employee”) with (iii) a base salary or base wage rate, as applicable, rate that is no not less than the base salary or base wage rate as in effect for such Continuing Employee immediately prior to the Closing, (iiiii) annual target bonus opportunity and long-term target incentive opportunities that are, in the aggregate target annual cash and equity incentive compensation opportunities no less favorable than those provided to such Continuing Employee immediately prior to Closing, (iv) severance benefits that are no less favorable than the aggregate value greater of (A) the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as severance benefits that would have been applicable to such Continuing Employee under a Target Benefit Plan in effect as of immediately prior to the Closing or (and for purposes of any performanceB) the severance benefits applicable to similarly-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and Buyer or its SubsidiariesAffiliates, and (iiiv) other employee benefits that, that are comparable in the aggregate, are substantially similar aggregate to the employee benefits (other than any Excluded Benefits (as defined below)) those provided by Seller to such Continuing Employee immediately prior to the ClosingClosing with coverage under, orand participation in, Xxxxx’s benefit plans or programs to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees commence immediately upon a Continuing Employee’s commencement of Parentemployment with Buyer or an Affiliate of Buyer. Notwithstanding any provision the immediately foregoing subsection (v), the Parties acknowledge that the Continuing Employees will remain eligible for group health coverages under Seller’s group health through August 31, 2023 (the “Run-Out Coverage Period”), and Buyer may accordingly satisfy its employee benefit coverage obligations hereunder provided benefits coverages for Continuing Employees begin under Buyer’s benefit plans effective September 1, 2023. Subject to applicable Law, nothing herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated deemed to continue to employ alter the at-will status of any Company Continuing Employee. Seller shall terminate the employment of each Continuing Employee for any specific period effective as of time 11:59 p.m. on the third calendar day following the Closing Date (the “Employee Termination Date”), subject and Seller shall be responsible for any severance or separation benefits that become due to applicable Lawany Continuing Employee as a result of his or her termination by Seller on the Employee Termination Date.

Employee Matters. (a) For a During the period commencing at the Effective Time and ending on the earlier two (2) year anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide each individual who is an employee of employed by the Company or a Company Subsidiary immediately prior to the Effective Time and who remains employed thereafter by the Surviving Corporation, Parent or any of their Subsidiaries (each, a “Company Employee”) who is not covered by a Company Union Contract and who remains a Company Employee with (i) a base salary or base wage rate, as applicable, rate that is no less favorable than that provided to the base salary or base wage rate as in effect Company Employee immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity incentive compensation opportunities that are substantially comparable, in the aggregate, to those provided to the Company Employee immediately prior to the Effective Time and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to the Company Employee immediately prior to the Effective Time. During the Continuation Period, Parent shall, and shall cause the Surviving Corporation to, provide each Company Employee who experiences a termination of employment with the Surviving Corporation, Parent or any of their Subsidiaries severance benefits that are no less favorable than the aggregate value those set forth in Section 6.10(a)(1) of the target annual cash and equity (but excluding retention Company Disclosure Letter. During the three-year period following the Continuation Period, Parent shall, or transaction based opportunities) incentive compensation opportunities as in effect immediately prior shall cause the Surviving Corporation to, treat Company Employees with respect to the Closing (and for purposes payment of any performance-based base salary or wage rate, incentive compensation opportunities, employee benefits and severance benefits no less favorably in the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable aggregate than the cash and equity incentive opportunities provided to similarly situated employees of the Parent and its Subsidiaries. Prior to the third anniversary of the Closing Date, Parent shall not, and (iii) employee benefits thatshall cause the Surviving Corporation to not, terminate or amend in the aggregate, are substantially similar any manner that is materially adverse to the employee benefits (other than participants therein, any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent of the Company Employees are transitioned to Parent Benefit Plans (as defined belowlisted on Section 6.10(a)(2) during of the Continuation Period, such employee benefits that, in Company Disclosure Letter. During the aggregate, are substantially similar to three-year period following the employee benefits (other than any Excluded Benefits) provided to similarly situated employees third anniversary of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to Section 6.10(d)(ii), Parent shall, or shall cause the Surviving Corporation to, treat retirees of the Company and its Subsidiaries with respect to the provision of post-retirement welfare benefits no less favorably than similarly situated retirees of the Parent and its Subsidiaries. Except as provided on Section 6.10(a)(3) of the Company Disclosure Letter, as soon as practicable following the end of the fiscal year in which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, pay each Company Employee who remains employed with the Surviving Corporation, Parent or any of their Subsidiaries through the applicable Lawpayment date an annual cash bonus for such fiscal year in an amount determined based on the level of attainment of the applicable performance criteria under the bonus plan in which such Company Employee participated as of immediately prior to the Effective Time.

Employee Matters. (a) For From and after the Effective Time and for a period ending on the earlier of (x) twelve (12) months following the Closing DateEffective Time or, if earlier, the last day of a Continuing Employee’s service with the Acquired Companies, Parent shall provide or cause its Subsidiaries, including the Surviving Corporation, to provide each Continuing Employee with (i) base salary, base fee or wage rate or annual draw, as applicable, and annual target cash bonus or other short-term cash-based incentive opportunity, in each case, that is not less than the base salary, base fee or wage rate or annual draw, as applicable, and annual target cash bonus or other short-term cash-based incentive opportunity , respectively, provided to such Continuing Employee immediately prior to the Effective Time, (yii) solely for the period ending on December 31, 2024, equity, equity-based or (z) other long-term incentive opportunities that are at least as favorable in the employeeaggregate as the aggregate equity, equity-based and other long-term incentive opportunities that otherwise would have been available, on a basis for such period, to such Continuing Employee during such period in the ordinary course of business consistent with past practice; provided that such award shall be in the form of restricted cash subject to the same time-based vesting schedule as applied to such Continuing Employee’s termination of employment most recent time-based equity, equity-based or service (the “Continuation Period”)long-term incentive awards, Parent shallas applicable, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately granted prior to the Effective Time (each, a “Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the ClosingTime, (iiiii) aggregate target annual cash severance pay and equity incentive compensation opportunities benefits that are no less favorable than the aggregate value of severance pay and benefits for which the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect Continuing Employee would have been eligible immediately prior to the Closing (and for purposes Effective Time, as set forth in Section 6.10(a) of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its SubsidiariesDisclosure Letter, and (iiiiv) employee benefits that, in the aggregate, are substantially similar to the employee other benefits (other than any Excluded Benefits (nonqualified deferred compensation, change-in-control and retention arrangements, post-retirement health and welfare, and defined benefit pension plans) that, taken as defined below)) a whole, are at least as favorable in the aggregate as the benefits provided to such Continuing Employee immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawEffective Time.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) not less than 12 months following after the Closing Date, (y) December 31, 2024, Parent shall ensure that Greystar or (z) the employee’s termination its applicable Affiliate provides to each employee of employment Company or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee any of the Company or a Subsidiaries who continues employment with Parent, the REIT Surviving Entity, the Partnership Surviving Entity, any other Company Subsidiary immediately prior to or Greystar or one of its Affiliates following the REIT Merger Effective Time (including, upon their return to active employment, employees who are not actively at work on account of illness, disability or leave of absence, each, a “Company Continuing Employee”) with (i) a base salary or hourly rate, as applicable, at a rate that is no less favorable than the rate of base wage ratesalary or hourly rate provided to such Continuing Employee immediately prior to the REIT Merger Effective Time, (ii) an annual target cash bonus opportunity or commission opportunity, as applicable, that is no less favorable than the base salary annual target cash bonus opportunity or base wage rate commission opportunity, as in effect applicable, provided to such Continuing Employee immediately prior to the ClosingREIT Merger Effective Time, (iiiii) aggregate target annual cash and equity incentive equity-based compensation opportunities that are is no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performanceequity-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent Greystar or its applicable Affiliate, (iv) severance benefits on the terms and its Subsidiariesconditions of the severance policy of Company or applicable agreement (as set forth on Section 7.14(a)(iv) of the Company Disclosure Letter), and (iiiv) other employee benefits that(including paid-time off and health insurance, but excluding equity or equity-based incentives, stay, transaction, change in control or retention bonuses or similar amounts) that are substantially comparable, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided to such Continuing Employee immediately prior to the ClosingREIT Merger Effective Time. Parent shall provide to each employee of Company, or, to the extent the Company Employees are transitioned to Parent Plans OP or any other Company Subsidiary who is not a Continuing Employee (as defined belowdetermined by Parent in its sole discretion) during the Continuation Period(each, a “Non-Continuing Employee”) with severance pay in an amount equal to one times such employee benefits that, in the aggregate, are substantially similar to the employee benefits Non-Continuing Employee’s annual base salary (other than any Excluded Benefits) provided to similarly situated employees determined as of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date) in accordance with the severance policy of Company or, subject if greater, as set forth in the applicable agreement (as set forth on Section 7.14(a)(iv) of the Company Disclosure Letter). To the extent that the termination of employment of any employee of the Company or any Company Subsidiary who is a Non-Continuing Employee results in or contributes to applicable Lawthe existence of a qualifying event under any WARN Act, Parent shall be responsible for all notice and payment requirements under such WARN Act.

Employee Matters. (a) For a period ending on the earlier of (x) at least twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) toCorporation to provide, provide to each individual who is an employee of the Company and its Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any subsidiary or Affiliate thereof (each a “Company Subsidiary Employee” and collectively, the “Company Employees”) (i) a salary or wage (including location premiums), that is no less favorable than the salary or wage (including location premiums) that was provided to such Company Employee immediately prior to the Effective Time (eachTime, a “Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, and (ii) aggregate target welfare and retirement benefits and annual cash and equity incentive compensation opportunities that are no less favorable favorable, in the aggregate, than the aggregate value of the target welfare and retirement benefits and annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and or its Subsidiaries. At the same time as annual long-term incentive awards are next granted following the Closing to similarly situated employees of Parent or its Subsidiaries generally, Parent agrees to grant to each Company Employee who is then employed with Parent or any of its Subsidiaries, and (iii) employee benefits that, in who was eligible to receive long-term incentive awards under the aggregate, are substantially similar to plans and policies of the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately Company prior to the Closing, ora long-term incentive award with a grant date value equal to 150% of the value of the full, non-prorated long-term incentive award for 2021 such Covered Employee would have otherwise received from the Company, which grant shall be in such form(s) and on such terms and conditions as are no less favorable than the 2021 long-term incentive awards granted by Parent to the extent the Company Employees are transitioned to Parent Plans Parent’s (as defined belowand its Subsidiaries’) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawemployees.

Employee Matters. (a) For With respect to those employees of the Company or its Subsidiaries employed immediately before the Effective Time (“Company Employees”), for a period ending on the earlier of (x) twelve (12) months following the Closing Date(or, (y) December 31if earlier, 2024, or (z) the employee’s termination of the applicable Company Employee’s employment or service (with Parent, the “Continuation Period”Surviving Corporation and their Affiliates), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide to each individual who Company Employee (i) an annual base salary or wage rate and cash incentive compensation opportunity that, in each case, is an employee of no less favorable than the annual base salary or wage rate and cash incentive compensation opportunity provided to the Company Employee by the Company or a Company Subsidiary its Subsidiaries immediately prior to before the Effective Time and (eachii) employee benefits (excluding any one-time, a “special or non-recurring payments and/or long-term incentive or equity-based opportunities) that are substantially comparable in the aggregate to those provided to the Company Employee”) with (i) a base salary Employee by the Company or base wage rateits Subsidiaries immediately before the Effective Time. For the avoidance of doubt, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to following the Closing, (i) Company Employees who remain employed by Parent, the Surviving Corporation or their Affiliates shall not receive any compensation from SVC or RMR in respect of any services performed after the Closing and any employment relationship between any Company Employees and SVC and/or RMR shall cease as of the Closing and (ii) aggregate target annual cash and equity incentive Parent, the Surviving Corporation or their Affiliates shall not be under any obligation to pay any compensation opportunities to SVC or RMR employees or service providers. In addition, Parent shall provide, or shall cause the Surviving Corporation to provide, severance payments to each Company Employee whose employment is terminated by Parent or one of its Affiliates during the twelve (12) months following the Effective Time that are no less favorable than the aggregate value terms and subject to the conditions set out in Section 7.4(a) of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of ParentDisclosure Letter. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.62

Employee Matters. (a) For a period ending on From and after the earlier of Closing Date and until six (x) twelve (12) months 6)-months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent Opco Buyer shall, or shall cause its Subsidiaries (including the Surviving CorporationCompany, to provide to each Employee not covered by a collective bargaining agreement, while he or she remains employed by the Company, to the extent applicable, with an annual base salary or hourly wage rate, annual cash bonus opportunity, and health and welfare and 401(k) toplan benefits that are not less favorable in the aggregate than the annual base salary or hourly wage rate, provide annual cash bonus opportunity and health and welfare and 401(k) plan benefits made available to each individual who is an employee of the Company or a Company Subsidiary such Employee immediately prior to the Effective Time Closing Date. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall preclude the OpCo Buyer or the Company from terminating the employment of any employee at any time on or after the Closing. The OpCo Buyer shall, or shall cause the Company, to, continue to recognize the labor organization that represents any of its Employees and to honor and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. The OpCo Buyer shall, or shall cause the Company to provide to each Employee who suffers a termination of employment during such the six (6) month period following the Closing Date under the circumstances establishing such Employee’s severance eligibility pursuant to the Cincinnati Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of the date of this Agreement and listed in Section 3.15(a) of the Sellers Disclosure Letter (each, a “Company EmployeeSeverance Plan”) ), with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash severance payments and equity incentive compensation opportunities that are benefits no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as those provided in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the applicable Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawSeverance Plan.

Employee Matters. (a) For a period commencing at the Effective Time and ending on the earlier one year anniversary of (x) twelve (12) months following the Closing DateEffective Time, (y) December 31, 2024FIBK shall provide, or (z) the employee’s termination of employment or service (the “Continuation Period”)cause to be provided, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide to each individual who is an employee employed by GWB or any of the Company or a Company Subsidiary its Subsidiaries as of immediately prior to the Effective Time and who continues to be actively employed by the Surviving Entity (each, or any affiliate thereof) during such period (a “Company Continuing Employee”) ), with (i) a base salary or base wage rate, as applicable, rate that is no less than the base salary or base wage rate as in effect for such Continuing Employee as of immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity short-term incentive compensation opportunities, long-term incentive compensation opportunities that and other compensation and employee benefits (in each case of clause (i) and (ii) of this Section 6.6(a), excluding defined benefit pension, retiree medical, change in control and severance benefits) that, in each case, are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities those provided to similarly situated employees of Parent FIBK and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits any Continuing Employee who experiences an involuntary termination of employment without cause (or other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined belowseverance-qualifying termination) during such period, severance benefits pursuant to FIBK’s severance policy (the Continuation Periodterms of which are described in Section 6.6(a) of the FIBK Disclosure Schedule), such employee benefits that, and which shall apply to Continuing Employees in the aggregate, are substantially similar to the employee benefits (other a manner no less favorable than any Excluded Benefits) provided as applicable to similarly situated employees of ParentFIBK and its Subsidiaries. Notwithstanding any provision herein Nothing in this Section 6.6(a) is intended to the contrary, neither Parent nor limit FIBK or any of its Subsidiaries (including from taking or continuing to take reasonable actions in response to the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following COVID-19 related stresses on FIBK after the Closing Date, subject including reductions in force, furloughs, temporary layoffs, or reduced hours, pay or benefits; provided that no such actions shall disproportionately adversely affect the Continuing Employees when compared to applicable Lawsimilarly situated FIBK employees.

Employee Matters. (a) For a period commencing at the Effective Time and ending on the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024UMB shall provide, or (z) the employee’s termination of employment or service (the “Continuation Period”)cause to be provided, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide to each individual who is an employee employed by HTLF or any of the Company or a Company Subsidiary its Subsidiaries as of immediately prior to the Effective Time and who continues to be actively employed by the Surviving Corporation (each, or any affiliate thereof) during such period (a “Company Continuing Employee”) ), with (i) a base salary or base wage rate, as applicable, rate that is no less than the base salary or base wage rate as in effect for such Continuing Employee as of immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity short-term incentive compensation opportunities that are and long-term incentive compensation opportunities that, when combined with the Continuing Employee’s base salary or base wage rate, provide total target direct compensation no less favorable than in the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, than that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent UMB and its Subsidiaries, (iii) other compensation and employee benefits (in each case of clause (i), (ii) and (iii) employee benefits thatof this Section 6.06(a), excluding defined benefit pension, retiree medical, change in control and severance benefits) that are no less favorable in the aggregate, are substantially similar to aggregate than the employee other compensation and benefits (other than any Excluded Benefits (as excluding defined below)) provided immediately prior to the Closingbenefit pension, orretiree medical, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, change in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefitscontrol and severance benefits) provided to similarly situated employees of Parent. Notwithstanding UMB and its Subsidiaries, and (iv) to any provision herein Continuing Employee who experiences an involuntary termination of employment without cause (or other severance-qualifying termination) during such period, severance benefits pursuant to the contrarygreater of (x) the HTLF Benefit Plan applicable to such Continuing Employee as of immediately prior to the Effective Time (which HTLF Benefit Plans are set forth in Section 6.06 of the HTLF Disclosure Schedule) and (y) UMB’s severance policy (which is set forth on Section 6.06(a) of the UMB Disclosure Schedule), neither Parent nor any and which shall apply to Continuing Employees in a manner no less favorable than as applicable to similarly situated employees of UMB and its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawSubsidiaries.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shall, shall provide or shall cause its Subsidiaries (including the Surviving Corporation) to, Corporation to provide to each individual who is an employee a Company Employee immediately prior to the Effective Time and continues to be employed immediately following the Effective Time by Parent or the Surviving Corporation or any Subsidiary thereof (each, a “Continuing Employee”), (i) base salary or base wage rate and short-term cash incentive compensation opportunities (excluding any value attributable to equity-based compensation) that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than those provided to such Continuing Employee as in effect at the date hereof and disclosed on Section 4.17(a) of the Company Disclosure Schedule and (iii) other material employee benefits (excluding any value attributable to any equity or a equity-based, change in control, retention, transaction or similar incentive opportunities, or defined benefit pension, nonqualified deferred compensation or retiree or post-termination health or welfare benefits), that are substantially comparable in the aggregate to those provided to such Company Employee by the Company or the applicable Subsidiary immediately prior to the Effective Time under the Employee Plans set forth on Section 4.17(a) of the Company Disclosure Schedule. In addition, and without limiting the generality of the foregoing, each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all plans of Parent, the Surviving Corporation or their respective affiliates (each, a “Company EmployeeSurviving Corporation Plans”) with (i) to the extent coverage under any such plan replaces coverage under a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as comparable benefit plan in effect which such Continuing Employee participates immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawEffective Time.

Employee Matters. (a) For a period commencing at the Effective Time and ending on the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024UMB shall provide, or (z) the employee’s termination of employment or service (the “Continuation Period”)cause to be provided, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide to each individual who is an employee employed by HTLF or any of the Company or a Company Subsidiary its Subsidiaries as of immediately prior to the Effective Time and who continues to be actively employed by the Surviving Corporation (each, or any affiliate thereof) during such period (a “Company Continuing Employee”) ), with (i) a base salary or base wage rate, as applicable, rate that is no less than the base salary or base wage rate as in effect for such Continuing Employee as of immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity short-term incentive compensation opportunities that are and long-term incentive compensation opportunities that, when combined with the Continuing Employee’s base salary or base wage rate, provide total target direct compensation no less favorable than in the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, than that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent UMB and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the other compensation and employee benefits (other than any Excluded Benefits (as in each case of clause ‎(i), ‎(ii) and ‎(iii) of this ‎Section 6.06(a), excluding defined below)benefit pension, retiree medical, change in control and severance benefits) provided immediately prior to the Closing, or, to the extent the Company Employees that are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, no less favorable in the aggregate, are substantially similar to aggregate than the employee other compensation and benefits (other than any Excluded Benefitsexcluding defined benefit pension, retiree medical, change in control and severance benefits) provided to similarly situated employees of Parent. Notwithstanding UMB and its Subsidiaries, and (iv) to any provision herein Continuing Employee who experiences an involuntary termination of employment without cause (or other severance-qualifying termination) during such period, severance benefits pursuant to the contrarygreater of (x) the HTLF Benefit Plan applicable to such Continuing Employee as of immediately prior to the Effective Time (which HTLF Benefit Plans are set forth in ‎Section 6.06 of the HTLF Disclosure Schedule) and (y) UMB’s severance policy (which is set forth on ‎Section 6.06(a) of the UMB Disclosure Schedule), neither Parent nor any and which shall apply to Continuing Employees in a manner no less favorable than as applicable to similarly situated employees of UMB and its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawSubsidiaries.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent Buyer shall, or shall cause its Subsidiaries Affiliates (including following the Surviving CorporationClosing the Company and its Subsidiaries) to, provide each individual Company Employee (including any Company Employee who is not actively working on the Closing Date as a result of an employee approved leave of absence), for a period of no less than 12 months after the Closing Date, with (i) an annual base salary (or in case of an hourly employee, a base hourly wage rate), overtime pay and cash-based bonus and incentive opportunities (excluding any equity-based compensation) that are no less favorable in the aggregate than those provided to such Company or a Company Subsidiary Employee under the Employee Benefit Plans immediately prior to the Effective Time Closing Date (eachprovided that all applicable Employee Benefit Plans are made available to Buyer prior to the Closing Date), a “(ii) employee benefits under plans, programs and arrangements which will provide benefits to such Company Employee”) with Employee that are substantially comparable, in the aggregate, to the benefits provided by the Company under the Employee Benefit Plans (i) a base salary disregarding benefits under any retention bonus or base wage rateequity-based compensation plans, policies or programs), in each case, as applicable, that is no less than the base salary or base wage rate as in effect of immediately prior to the ClosingClosing Date under the Employee Benefit Plans, and (iiiii) aggregate target annual cash severance pay and equity incentive compensation opportunities benefits that are no less favorable than the aggregate value of the target annual cash severance pay and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as benefits in effect immediately prior to the Closing (and Date for purposes any termination without cause, reduction in force, job elimination, or job location transfer by more than 35 miles, as set forth on Section 6.11(a)(i) of any performance-based incentive compensation opportunitiesthe Disclosure Schedules. For the avoidance of doubt, nothing in this Section 6.11 shall prevent the Buyer, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor or any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ from hiring or terminating any Company Employee for any specific period of time following after the Closing Date, subject to applicable Law.

Employee Matters. (a) For a From and after the Company Merger Effective Time, for the period ending on the earlier first anniversary of the Company Merger Effective Time (x) twelve (12) months following the Closing Dateor, (y) December 31if shorter, 2024, or (z) the employee’s termination during any applicable period of employment or service (the “Continuation Period”employment), Parent shall, shall provide or shall cause its Subsidiaries (Subsidiaries, including the Surviving Corporation) toCompany and the Surviving Partnership, to provide to each individual who is an employee of the Company or a any Company Subsidiary immediately prior to the Company Merger Effective Time and who continues employment with the Surviving Company or any Subsidiary of the Surviving Company following the Company Merger Effective Time (each, a “Company Employee”) with ), (i) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate as in effect with respect to such Company Employee immediately prior to the ClosingCompany Merger Effective Time, (ii) aggregate target an annual cash and equity incentive compensation opportunities bonus opportunity that are is no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect bonus opportunity provided to such Company Employee immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its SubsidiariesMerger Effective Time, and (iii) employee other compensation and benefits that(including severance benefits, paid-time off, health insurance, and equity-based compensation but excluding other long-term incentive compensation; provided, that such equity-based compensation may be subject to performance-vesting terms with respect to a percentage thereof that is the same as (or lower than) the percentage of equity-based compensation provided to such Company Employee in the immediately preceding year that was subject to performance-vesting terms) that are substantially comparable, in the aggregate, are substantially similar to the employee other compensation and benefits (other than any Excluded Benefits (as defined below)) provided to such Company Employee, immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawMerger Effective Time.

Employee Matters. (a) For a period commencing at the Effective Time and ending on the earlier one year anniversary of (x) twelve (12) months following the Closing DateEffective Time, (y) December 31, 2024FIBK shall provide, or (z) the employee’s termination of employment or service (the “Continuation Period”)cause to be provided, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide to each individual who is an employee employed by GWB or any of the Company or a Company Subsidiary its Subsidiaries as of immediately prior to the Effective Time and who continues to be actively employed by the Surviving Entity (each, or any affiliate thereof) during such period (a “Company Continuing Employee”) ), with (i) a base salary or base wage rate, as applicable, rate that is no less than the base salary or base wage rate as in effect for such Continuing Employee as of immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity short-term incentive compensation opportunities, long-term incentive compensation opportunities that and other compensation and employee benefits (in each case of clause (i) and (ii) of this Section ‎6.6(a), excluding defined benefit pension, retiree medical, change in control and severance benefits) that, in each case, are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities those provided to similarly situated employees of Parent FIBK and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits any Continuing Employee who experiences an involuntary termination of employment without cause (or other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined belowseverance-qualifying termination) during such period, severance benefits pursuant to FIBK’s severance policy (the Continuation Periodterms of which are described in Section ‎6.6(a) of the FIBK Disclosure Schedule), such employee benefits that, and which shall apply to Continuing Employees in the aggregate, are substantially similar to the employee benefits (other a manner no less favorable than any Excluded Benefits) provided as applicable to similarly situated employees of ParentFIBK and its Subsidiaries. Notwithstanding any provision herein Nothing in this Section 6.6(a) is intended to the contrary, neither Parent nor limit FIBK or any of its Subsidiaries (including from taking or continuing to take reasonable actions in response to the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following COVID-19 related stresses on FIBK after the Closing Date, subject including reductions in force, furloughs, temporary layoffs, or reduced hours, pay or benefits; provided that no such actions shall disproportionately adversely affect the Continuing Employees when compared to applicable Lawsimilarly situated FIBK employees.

Employee Matters. (a) For a period ending on of twelve months following the earlier Closing Date (or for such longer period as required by applicable Law), Purchaser shall, or shall cause its Affiliates to, provide to each Employee of the Business who is employed by any Group Company as of the Closing Date (each such Employee of the Business, a “Continuing Employee”), (i)(A) a base salary or wages, variable pay and short and long-term incentive compensation opportunities (including equity-based compensation opportunities), in each case, no less favorable than, and (B) other employee benefits that are no less favorable in the aggregate than, in the case of each of clauses (A) and (B), those provided to such Continuing Employee immediately prior to the Closing Date and (ii) any other terms and conditions of employment required by applicable Law. Notwithstanding the foregoing, Purchaser shall not be required to grant annual equity-based compensation or to provide any particular benefit; provided, that Purchaser provide cash compensation (or other benefits) (x) in lieu of equity-based compensation or (y) in order to provide comparable value in lieu of particular benefits. For twelve (12) months following the Closing Date, Purchaser shall provide each Continuing Employee with (yA) December 31a position that is comparable to the type of position held by the applicable Continuing Employee immediately prior to the Closing Date, 2024at a geographic location that is within 20 miles of such Continuing Employee’s place of work immediately prior to the Closing Date; provided that, notwithstanding the foregoing, a Continuing Employee’s position and/or geographic location may be modified by the Purchaser or its Affiliates in connection with the execution of the manufacturing initiative as outlined in Section 5.06(a) of the Seller Disclosure Letter, and (zB) employment terms that are (I) comparable in the employeeaggregate to the terms of the applicable Continuing Employee’s termination of employment with Seller immediately prior to the Closing Date, (II) sufficient to avoid statutory, common law or service other severance obligations and to avoid severance and similar obligations under any applicable severance benefit plan, program, policy, agreement or arrangement and (the “Continuation Period”)III) otherwise comply with applicable Law and Purchaser’s covenants set forth in this Section 5.06. In addition, Parent Purchaser shall, or shall cause its Subsidiaries (including the Surviving Corporation) Affiliates to, provide to each individual who Continuing Employee, whose employment is an employee terminated by Purchaser or any of the Company or a Company Subsidiary immediately its Affiliates prior to the Effective Time (eachfirst anniversary of the Closing Date, a “severance and termination benefits that are not less favorable than would have been applicable to such Continuing Employee under the relevant severance and termination benefit plans, programs, policies, agreements or arrangements of any Group Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect as of immediately prior to the Closing, taking into account such Continuing Employee’s service with Seller and its Affiliates (iiincluding any Group Company) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value any of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately their respective predecessors prior to the Closing (and for purposes of any performance-based incentive compensation opportunitiesDate, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent as well as service with Purchaser and its Subsidiaries, and (iii) employee benefits thatAffiliates following the Closing Date. In addition, in the aggregatecase of any former Employee of the Business who is receiving severance pay or benefits as of the Closing, are substantially similar except in the case of severance to a Continuing Employee triggered automatically upon the employee Closing or as a result of the Pre-Closing Reorganization, the Group Companies shall remain responsible for such pay and benefits from and after the Closing, and Purchaser shall, or shall cause its Affiliates to, continue to provide such pay and benefits for the applicable remaining severance period. Except as provided in the Transition Services Agreement, effective as of the Closing, each Continuing Employee shall cease to participate in any Benefit Plan (other than any Excluded Benefits (Assumed Benefit Plan) as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawan active employee.

Employee Matters. (a) Employees of the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their Affiliates following the Effective Time are hereinafter referred to as the “ Continuing Employees ” . For a the period commencing at the Effective Time and ending on the earlier of (x) twelve (12( 12 ) months following from the Closing Date, (y) December 31, 2024Effective Time, or such longer time as required by applicable Law (z) such period, the employee’s termination of employment or service (the ““ Continuation PeriodPeriod ”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) Corporation or any of their respective Affiliates to, provide for each individual who is an employee Continuing Employee (i) at least the same base salary and wage rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) short - term cash incentive compensation opportunities (excluding, for the avoidance of doubt, any equity or equity - based incentives) that are no less favorable in the Company or a Company Subsidiary aggregate than such incentive compensation opportunities provided to each such Continuing Employee immediately prior to the Effective Time and (each, a “Company Employee”iii) with (i) a base salary or base wage rateemployee benefits, as applicabledetermined by Parent in its reasonable discretion, that is no less are either (A) substantially comparable in the aggregate (other than defined benefit pension plans and retiree medical or other post - termination welfare benefits (unless required pursuant to a collective bargaining agreement or applicable Law) and retention or change in control payments or awards) to the base salary or base wage rate as in effect employee benefits provided to such Continuing Employee immediately prior to the ClosingEffective Time, or (iiB) aggregate target annual cash substantially similar to the employee benefits provided to similarly - situated employees of Parent . Without limiting the generality of the foregoing, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective Affiliates to provide, severance payments and equity incentive compensation opportunities benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the aggregate value severance payments and benefits as set forth in Section 6 . 9 (a) of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawDisclosure Letter .

Employee Matters. (a) For a During the period ending on the earlier of (x) twelve (12) months immediately following the Closing Date, Date until the first (y1st) December 31, 2024, or (z) anniversary of the employee’s termination of employment or service Closing Date (the “Benefits Continuation Period”), Parent shallshall provide, or shall cause to be provided, for those employees of the Company or any of its Subsidiaries who continue as employees of Parent or any of its Subsidiaries (including the Surviving CorporationCompany and its Subsidiaries) to, provide each individual who is an employee during all or a portion of the Company or a Company Subsidiary immediately prior to Benefits Continuation Period (the Effective Time (each“Continuing Employees”), a “Company Employee”) with (i) a base salary or base wage raterates and target bonus opportunities that are, as applicablein each case, that is no less favorable than the base salary or base wage rate as in effect rates and target bonus opportunities provided to such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the ClosingClosing Date, (ii) (A) during the portion of the Benefits Continuation Period that is prior to January 1, 2021, eligibility for employee benefits pursuant to employee benefit plans, programs, policies and arrangements that are substantially comparable in the aggregate target annual cash to those provided to such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the Closing Date under Company Benefit Plans set forth on Section 4.15(a) of the Company Disclosure Letter or as otherwise required by applicable Law, and equity incentive (B) during the portion of the Benefits Continuation Period that is on or after January 1, 2021 (if any), eligibility for employee benefits pursuant to employee benefit plans, programs, policies and arrangements that are substantially comparable in the aggregate to those provided to either (1) such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the Closing Date under Company Benefit Plans set forth on Section 4.15(a) of the Company Disclosure Letter or as otherwise required by applicable Law, or (2) similarly situated employees of Parent or its applicable Affiliates (provided, that, in each of (A) and (B), the foregoing comparisons shall not apply to equity- or equity-based incentive, non-qualified deferred, supplemental retirement, transaction, change in control, or retention-related (or other one-time) compensation opportunities or defined benefit pension or retiree medical benefits), and (iii) severance benefits that are no less favorable than in the aggregate value than those provided to Continuing Employees pursuant to any Company Benefit Plan set forth on Section 4.15(a) of the target annual cash and equity (but excluding retention Company Disclosure Letter or transaction based opportunities) incentive compensation opportunities applicable Law, in each case, as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) For a period ending on the earlier of one (x1) twelve (12) months year following the Merger Closing Date, (y) December 31, 2024, Parent shall provide or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide to be provided to each individual who is an employee of the Company or a Company Subsidiary immediately prior and any of its Subsidiaries who continues to be employed after the Effective Time with Parent or any of its Subsidiaries (eachcollectively, a the “Company EmployeeContinuing Employees”) with (i) a the same base salary or base hourly wage rate, as applicable, that is no less than the base salary or base wage rate as in effect provided to each such Continuing Employee immediately prior to the ClosingMerger Closing Date, (ii) aggregate a target annual cash and equity incentive compensation opportunities bonus opportunity that are is no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect bonus opportunity provided to such Continuing Employee immediately prior to the Merger Closing Date, (iii) an equity and for purposes of any performancelong-based term incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in opportunity no event will the cash and equity incentive opportunities provided to the Company Employees be more less favorable than the cash equity and equity long-term incentive opportunities opportunity provided to such Continuing Employee immediately prior to the Merger Closing Date (excluding any one-off or non-recurring equity or long-term incentive program or award), (iv) severance benefits no less favorable than the greater of (A) the severance benefits that would have been provided to such Continuing Employee prior to the Merger Closing Date and (B) the severance benefits maintained for similarly situated employees of Parent and its Subsidiariesat the time of such Continuing Employee’s termination of employment, and (iiiv) employee benefits that, that are substantially comparable in the aggregate, are substantially similar aggregate to the employee benefits (other than excluding base salary or wage rates, annual cash bonus opportunities, equity and any Excluded Benefits (as one-time or non-recurring payments or benefits, defined below)benefit plans and retiree medical benefits) provided to such Continuing Employee as of immediately prior to the Closing, or, Merger Closing Date or to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such a similarly-situated employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent, as determined in Parent’s discretion. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.41

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its applicable Subsidiary to, provide each employee of Company and its Subsidiaries as of the Effective Time while employed by Parent or its Subsidiaries (including the Surviving CorporationCorporation and its Subsidiaries) to(collectively, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company EmployeeContinuing Employees”) with (i) during the period commencing at the Effective Time and ending on the first anniversary thereof, (A) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate rate, as applicable, provided by Company or any such Subsidiary to such Continuing Employee immediately prior to the Effective Time and (B) any Company-provided car or car expense allowance on the same terms and conditions as in effect immediately prior to the Closing, Effective Time and (ii) aggregate target during the period commencing at the Effective Time and ending on December 31, 2016, (A) an annual cash or quarterly bonus opportunity, as applicable, which is no less favorable than that provided by Company or any such Subsidiary to such Continuing Employee immediately prior to the Effective Time (it being understood that Parent shall, or shall cause its applicable Subsidiary to maintain, without amendment, the annual and equity incentive quarterly bonus plans and programs in effect with respect to the Continuing Employees immediately prior to the Effective Time through December 31, 2016 and that all determinations of the achievement of performance goals under such plans and programs in respect of calendar year 2016 and any calendar quarter in 2016 that ends after the Effective Time will be determined in accordance with the terms of such plans and programs) and (B) all other compensation opportunities and employee benefits to such Continuing Employee (but without duplication) that are no less favorable than those provided by Parent and its Subsidiaries to their similarly situated employees (it being understood that a Continuing Employee’s continued participation in compensation and benefit plans of the Company or applicable Subsidiary shall be deemed to satisfy this clause (B)). During the period commencing at the Effective Time and ending on the first anniversary thereof, Parent or its Subsidiaries shall provide severance payments and benefits to each Continuing Employee whose employment is terminated other than for Cause (as defined in Section 6.7(a) of the Company Disclosure Schedule) or due to a Constructive Termination (as defined in Section 6.7(a) of the Company Disclosure Schedule) that are no less favorable than the aggregate value severance payments and benefits set forth in Section 6.7(a) of the target annual cash and equity Company Disclosure Schedule without amendment following the Effective Time (but excluding retention or transaction the “Company Severance Policy”), based opportunities) incentive compensation opportunities as in effect on such Continuing Employee’s title with Company immediately prior to the Closing (Effective Time. The foregoing severance provisions shall not apply to any Continuing Employee who has received or is entitled to receive contractual severance payments or benefits pursuant to a written agreement between such Continuing Employee and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees or one of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee With respect to employees of the Company or a Company Subsidiary its Subsidiaries immediately prior to before the Effective Time (each, a “Company Employee”), for a period of twelve (12) months following the Closing (or, if earlier, the termination of the applicable Company Employee’s employment with Parent, Intermediate Merger Subsidiary, the Surviving Corporation, and their Affiliates), Parent and Intermediate Merger Subsidiary shall, or shall cause the Surviving Corporation to, for so long as a Company Employee is employed or engaged by Parent, Intermediate Merger Subsidiary, the Surviving Corporation, or any of their Affiliates, provide (i) a base salary or base wage raterate and target total incentive compensation (short-term and long-term, including such items as applicable, that is gainsharing) opportunity no less favorable in the aggregate and (ii) employee benefits no less favorable in the aggregate, (iii) employee allowances no less favorable in the aggregate (e.g. housing, commuting, car, etc.), in each case for clauses (i), (ii) and (iii), than the base salary or base wage rate as in effect compensation, benefits, and allowances provided to the Company Employee immediately prior to the ClosingEffective Time. Parent shall, or shall cause the Surviving Corporation to, pay to any Company Employee any earned but unpaid 2021 annual bonus for such Company Employee if (iix) aggregate target annual cash such Company Employee ceases to be employed by the Company, the Surviving Corporation, or one of their respective Affiliates after the Closing Date and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, date that 2021 annual bonuses are paid by the value attributable Surviving Corporation to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiariesgenerally, and (iiiy) employee benefits that, in such termination of the aggregate, are substantially similar to Company Employee’s employment was the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to result of a termination of employment by the Closing, or, Surviving Corporation without cause or by the Company Employee for good reason to the extent the Company Employees are transitioned Employee is subject to Parent Plans an plan, program and/or agreement providing severance on a good reason termination (with “good reason,” as defined below) during to any such Company Employee, having the Continuation Period, meaning given to such employee benefits that, term in the aggregate, are substantially similar applicable Employee Plan providing severance protections to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawEmployee).

Employee Matters. (a) For At least ten (10) Business Days prior to the Closing Date, Purchaser or one of its Affiliates may make offers of employment to the Business Employees of its choosing. Such offers shall be conditioned upon the occurrence of Closing and for employment as of the Closing Date or, if later, such date on which the applicable Business Employee returns from a leave of absence (so long as such return occurs within one-hundred and eighty (180) days after the Closing or such later time as may be required by applicable Law). Each offer of employment shall initially, and for a period ending on the earlier of (x) at least twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Date (the “Continuation Protected Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with for: (i) a base salary (or base wage rate, as applicable, ) that is no less favorable than the base salary or base wage rate as that in effect for such the Business Employee immediately prior to the ClosingClosing Date, (ii) aggregate target annual cash and equity incentive compensation (excluding equity compensation) and bonus opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as those in effect for such Business Employee immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its SubsidiariesDate, and (iii) a package of employee benefits, including health, welfare, and retirement benefits (excluding defined benefits pursuant to qualified and nonqualified requirement plans, retiree medical benefits, and other retiree health and welfare arrangements), that are at least substantially comparable in the aggregate to the package of employee benefits thatmade available by Purchaser to Purchaser’s employees, in the aggregate, are substantially similar accordance with and subject to the employee benefits (other than terms of the Purchaser Benefit Plans, as they may be amended. Except as necessary to comply with the preceding sentence, nothing in this Agreement will require Purchaser to maintain any Excluded Benefits (as defined below)) provided immediately prior specific benefit plans or amend any Purchaser Benefit Plan. Each such employment offer shall be subject to and conditioned upon the occurrence of the Closing, or, . The date of a Business Employee’s commencement of active employment with Purchaser or its Affiliate is referred to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing his or her “Hire Date, subject to applicable Law”.

Employee Matters. (a) For a During the twelve (12)-month period ending beginning on the earlier of Closing Date (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination such shorter period of employment or service (as the “Continuation Period”case may be), Parent the Purchaser shall, or shall cause its Subsidiaries (including the Surviving Corporation) an Affiliate to, provide each individual employee who is an employee of actively employed by the Company or a Company Subsidiary immediately prior to the Effective Time Closing (each, a “Company Continuing Employee”) with (i) a annual base salary or base hourly wage rate, as applicable, that and target cash incentive compensation (excluding all Employee Retention Awards) that, in the aggregate, is no less favorable than the annual base salary or base hourly wage rate rate, as applicable, and target cash incentive compensation, in the aggregate, as in effect for the Continuing Employee immediately prior to the Closing, and (ii) aggregate target annual cash other compensation (excluding equity compensation and equity incentive compensation opportunities all Employee Retention Awards) and employee benefits that are no less favorable than substantially comparable in the aggregate value of to the target annual cash other compensation (excluding equity compensation and equity (but excluding retention or transaction based opportunitiesall Employee Retention Awards) incentive compensation opportunities and employee benefits as in effect for the Continuing Employee immediately prior to the Closing; provided, however, the Purchaser shall not be obligated to provide any benefit to any Continuing Employee to the extent that the Purchaser does not, as of the Closing, provide any comparable benefit to its employees and, provided, further, however that the provisions of this Section 5.10(a) shall not apply to any Continuing Employee who is a Seller. With respect to the annual base salary or base hourly wage rate, as applicable, to be provided under clause (i) in this Section 5.10(a), during the twelve (12)-month period beginning on the Closing Date (or such shorter period of employment as the case may be), neither Purchaser nor any of its Affiliates shall reduce the annual base salary or base hourly wage rate, as applicable, from that provided by the Company immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, except in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, event of a change in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of full-time following the Closing Date, subject to applicable Lawstatus resulting in a reduction in a Continuing Employee’s working hours).

Employee Matters. (ai) For a period ending on From and after the earlier Effective Time, Parent shall cause the Surviving Corporation to honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time; provided, however, that, subject to the last two sentences of (x) twelve (12) months following this Section 5.5(b)(i), nothing herein shall limit the right of Parent to amend or terminate such Company Benefit Plans. From the Closing Date, (y) December Date through March 31, 20242007, or (z) the employee’s termination of employment or service (the “Continuation Period”)except as required by Law, Parent shallshall provide, or shall cause its Subsidiaries (including the Surviving Corporation) toto be provided, provide to each individual who is an current and former employee of the Company and its Subsidiaries (the "COMPANY EMPLOYEES") compensation and benefits (excluding for this purpose any retention or a Company Subsidiary immediately prior severance payments or benefits), pursuant to the Effective Time (eachwelfare, a “Company Employee”) with (i) a base salary or base wage ratecompensation and employee benefits plans, as applicableprograms and arrangements, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits thatfavorable, in the aggregate, are substantially similar it being acknowledged and agreed that in determining such with respect to employees who participate in the employee Company's equity participation plan following the Effective Time, the compensation and benefits (other than any Excluded Benefits (as defined below)) under such equity participation plan and such person's prior participation under the Company's bonus plan shall both be excluded from a determination that the compensation and benefits provided immediately prior to such person after the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, Effective Time is no less favorable in the aggregate, are substantially similar to than the employee compensation and benefits (other than any Excluded Benefits) provided to similarly situated employees of ParentCompany Employees immediately before the Effective Time. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following For one year from the Closing Date, subject except as required by Law, Parent shall honor, fulfill and discharge the Company's and its Subsidiaries' obligations under, the severance and/or retention plans listed on Section 5.5(b)(i) of the Company Disclosure Schedule without any amendment or change that is adverse to applicable Lawthe Company Employees. During the period specified above, severance benefits offered to Company Employees shall be determined without taking into account any reduction after the Effective Time in the compensation paid to Company Employees and used to determine severance benefits.

Employee Matters. (a) For Subject to the terms of Section 2.4(d) and this Section 5.7(a), for a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) a Subsidiary of Parent to, provide to each individual who is an employee of the Company or a Company Subsidiary Acquired Companies who is employed immediately prior to the Effective Time (each, a “Company Continuing Employee”) with ), for so long as such Continuing Employee remains in the employment of Parent and its Subsidiaries, (i) a base salary or base wage raterate and target annual bonuses that are in the aggregate, as applicable, that is no less favorable than the base salary or base wage rate as in effect and target annual bonuses (excluding any specific performance-based goals, equity or equity-based compensation, retention, change of control, transaction or similar bonuses, severance and nonqualified deferred compensation) being provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the ClosingEffective Time; provided, that for any annual bonus programs that provide for payment in the form of Company Common Stock or equity-based awards (“Equity Bonus Programs”), such Equity Bonus Programs shall continue for the length of the current performance period, and, at the end of such period Parent shall have the option to terminate such Equity Bonus Program after paying out all amounts owed to participants, (ii) aggregate target annual cash employee benefits that are in the aggregate, substantially comparable to the benefits (excluding any defined benefit pension plans, equity based compensation, change in control, retention, or retiree medical benefits) being provided by the Company or its Subsidiaries to Continuing Employees immediately prior to the Effective Time, and equity incentive compensation opportunities (iii) severance benefits that are no less favorable than the aggregate value those in effect with respect to such Continuing Employee as of the target annual cash date hereof and equity (but excluding retention or transaction based opportunitiesas are set forth on Section 5.7(a) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawDisclosure Letter.

Employee Matters. (a) For a period beginning at the Effective Time and ending on the earlier earliest of (x) twelve (12) months following the Closing Datesuch earliest period, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”) (i) the first anniversary of the Effective Time, (ii) January 1, 2022 and (iii) the termination of employment of the relevant employee (provided, that, for the avoidance of doubt, such termination would not affect any severance protections otherwise required pursuant to this Section 5.08), Parent shall, or and shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide each individual who is an employee to the employees of the Company or a Company Subsidiary any of its Subsidiaries immediately prior to to, and who remain so employed immediately following, the Effective Time (each, a “Company Continuing Employee”) with (iA) a annual base salary or base wage rate, wages (as applicable, ) at least equal to the level that is no less than the base salary or base wage rate was provided to each such Continuing Employee as in effect of immediately prior to the ClosingEffective Time, (iiB) aggregate target annual cash bonus opportunity or target cash commissions opportunity at least equal to the level of target annual cash bonus opportunity or target cash commissions opportunity that was provided to each such Continuing Employee as of immediately prior to the Effective Time, (C) severance and equity incentive compensation opportunities outplacement benefits to each Continuing Employee that are no less favorable than than, and pursuant to the aggregate value terms of, the Company’s severance and/or change in control plans or outplacement arrangements set forth on Section 5.08(a) of the target annual cash and equity Company Disclosure Letter (but excluding retention or transaction based opportunities) incentive compensation opportunities in each case, as in effect on, and in the form provided to Parent prior to, the date hereof, subject to any modifications permitted under Section 5.01(b)(vi) and the corresponding section of the Company Disclosure Letter), and (D) employee benefit plans and arrangements (other than base salaries or base wages, bonus opportunities, severance benefits, defined benefit pension, nonqualified deferred compensation, retiree or post-termination health or welfare benefit, equity or equity based compensation, retention or change in control-related compensation or benefits, long-term incentive or nonqualified deferred compensation or employee stock purchase plans (collectively, the “Specified Arrangements”)) that are no less favorable in the aggregate than the employee benefit plans and arrangements (other than the Specified Arrangements) provided to Continuing Employees immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to Effective Time under the Company Plans. Notwithstanding the foregoing, commencing on January 1, 2021 through the remainder of the Continuation Period, Parent may satisfy its obligations under this Section 5.08 by either providing the Continuing Employees be more favorable with employee benefit plans and arrangements (other than the cash and equity incentive opportunities Specified Arrangements) that are no less favorable in the aggregate than those provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in or the aggregate, are substantially similar same as provided to the employee benefits (other than any Excluded Benefits (as defined below)) provided Continuing Employees immediately prior to the Closing, or, to the extent Effective Time under the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation PeriodPlans, with such employee benefits that, in the aggregate, are substantially similar to determination of the employee benefits (other than any Excluded Benefits) provided hereunder to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither be made by Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawin good faith.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shallPurchaser agrees that Purchaser shall provide, or shall cause its to be provided, with respect to each Business Employee who continues to remain employed with the Bank and the Transferred Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to following the Effective Time (each, a “Company Continuing Employee”) with ), (i) a during the period commencing at the Effective Time and ending on the one (1) year anniversary of the Closing Date, (x) base salary or base wage ratewage, as applicable, that 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 rate 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 effect 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 ClosingEffective Time to each such Continuing Employee, and (iiz) aggregate target annual cash subject to the applicable Continuing Employee’s execution and equity incentive compensation opportunities non-revocation of a release of claims, severance benefits that are no less favorable than the aggregate value of severance benefits provided by the target annual cash Bank and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect the Transferred Subsidiaries immediately prior to the Closing (and for purposes Effective Time to each such Continuing Employee as such benefits are set forth on Section 5.10(a) of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its SubsidiariesSellers’ Disclosure Schedule, and (iiiii) employee during the period commencing at the Effective Time and ending on December 31 of the calendar year in which the Effective Time occurs, other benefits that(including, but not limited to, pension, welfare and paid time off benefits) that are substantially comparable in the aggregate, are substantially similar aggregate to those provided by the employee benefits (other than any Excluded Benefits (as defined below)) provided Bank and the Transferred Subsidiaries immediately prior to the Closing, or, Effective Time to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, each such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawContinuing Employee.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months following the Closing DateEffective Time, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shallBuyer shall provide, or shall cause its Subsidiaries to be provided, to Continuing Employees, (including i) annual base salary or base wages and cash incentive compensation opportunities (excluding equity-based compensation and any retention, change of control, transaction or similar bonuses) that are substantially comparable in the Surviving Corporationaggregate to the annual base salary or base wages and cash incentive compensation opportunities (excluding equity-based compensation and any retention, change of control, transaction or similar bonuses) to, provide each individual who is an employee of the Company or a Company Subsidiary provided to Continuing Employees immediately prior to the Effective Time (eachTime, a “Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, and (ii) aggregate target annual cash and equity incentive compensation opportunities benefits that are no less favorable than the aggregate value benefits provided to Continuing Employees immediately prior to the Effective Time. For purposes of the target annual cash eligibility and equity vesting (but excluding retention not benefit accrual) under the employee benefit plans of Buyer providing benefits to Continuing Employees (the “Buyer Plans”), Buyer shall credit each Continuing Employee with his or transaction based opportunities) incentive compensation opportunities her years of services with the Company, the Subsidiaries and any predecessor entities, to the same extent as in effect such Continuing Employee was entitled immediately prior to the Closing (and to credit for purposes of such service under any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value)similar Company Benefit Plan; provided, however, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, nothing herein shall result in the aggregate, are substantially similar duplication of any benefits for the same period of service. Buyer shall use commercially reasonable efforts to ensure that its third-party insurance carriers do not deny Continuing Employees coverage on the employee benefits (other than basis of pre-existing conditions and shall credit such Continuing Employees for any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, deductibles and out-of-pocket expenses paid in the aggregate, are substantially similar to year of initial participation in the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawBuyer Plan.

Employee Matters. (a) For a period ending on From the earlier Closing Date until the 12-month anniversary of the Closing, (xor, if earlier, the date of termination of employment of the relevant employee), Purchasers and Purchasers’ affiliates shall provide or shall cause the Operating Companies to provide to employees of the Operating Companies who remain in the employment of the Operating Companies or Purchasers or any of Purchasers’ affiliates (the “Continuing Employees”) twelve (12i) months following salary, wage rate, and target annual variable cash compensation opportunity that are no less favorable in the aggregate than the salary, wage rate, and target annual variable cash compensation opportunity provided to such Continuing Employees immediately prior to the Closing Date, (yii) December 31eligibility for employee benefits (excluding any equity or equity-based or long-term incentives, 2024change in control, or (zseverance, defined benefit pensions and post-employment health and welfare benefits) that are no less favorable in the employee’s termination aggregate than such employee benefits to which similarly situated employees of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary Purchasers were entitled immediately prior to the Effective Time Closing Date; provided that until such time as Purchasers shall cause Continuing Employees to participate in the applicable New Plan (eachas defined below), a “Continuing Employee’s continued participation in a Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than Benefit Plan shall be deemed to satisfy the base salary or base wage rate as in effect immediately prior to the Closing, foregoing provisions of this clause (ii) aggregate target annual cash (it being understood that participation in the New Plans may commence at different times with respect to each New Plan); and equity incentive compensation opportunities (iii) severance benefits (subject, in each case, to the execution and non-revocation of a release of claims by the applicable Continuing Employee) that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities those provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided Purchasers immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) For a period ending on the earlier of at least one (x1) twelve (12) months year following the Closing Date, Date (y) December 31, 2024, or (z) until the employee’s date of termination of employment or service (the “Continuation Period”relevant employee, if earlier), Parent Buyer shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual to the employees of any Relevant Entity, including employees not actively at work due to injury, vacation, military duty, disability or other leave of absence, who is an employee of the Company or are employed by a Company Subsidiary Relevant Entity immediately prior to the Effective Time Closing and who continue to be so employed immediately following the Closing (each, a “Company EmployeeEmployees”) with (i) a at least the same level of base salary or base hourly wage rate, as applicablethe case may be, that is no less than the base salary or base wage rate as in effect was provided to such Company Employee immediately prior to the Closing, (ii) aggregate target annual cash and performance bonus opportunities (but not change in control, severance, deferred compensation, retention, long-term incentive compensation, or equity or equity-based incentive compensation opportunities opportunities) that are no not materially less favorable than the aggregate value of the target annual cash and equity performance bonus opportunities (but excluding retention not change in control, severance, deferred compensation, retention, long-term incentive compensation, or transaction equity or equity-based incentive opportunities) incentive compensation opportunities in effect with respect to the Company Employee immediately prior to the Closing, (iii) severance pay to Company Employees who incur a “qualifying termination” at any time during the one (1) year period following the Closing at levels that are not materially less favorable in the aggregate than the levels of such severance pay as in effect under the applicable Plans immediately prior to the Closing (and where, for purposes such purpose, “qualifying termination” shall mean any termination of any performance-based incentive compensation opportunities, the value attributable to employment that would have resulted in severance pay under such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided Plan if such termination has occurred immediately prior to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, Closing) and (iiiiv) employee benefits that, in the aggregate, are substantially similar to the other employee benefits (other than any Excluded Benefits (as equity or equity- based, defined below)benefit pension, post-termination welfare, change in control, severance, deferred compensation, retention, long-term incentive compensation, or equity or equity- based incentive opportunities) that are substantially comparable in the aggregate to those provided to such Company Employees immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months not less than one year following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service effective time (the “Continuation Periodcontinuation period”), Parent shallwill, or shall will cause its Subsidiaries (including the Surviving Corporation) surviving corporation or their respective affiliates to, provide to each individual who continuing TABLE OF CONTENTS Company employee (other than any such employee whose terms and conditions of employment are governed by a collective bargaining agreement or other labor contract) (i) a salary or hourly wage rate that is an not less than that provided to such employee of the Company or a Company Subsidiary immediately prior to the Effective Time effective time, (eachii) target incentive pay opportunities, a including bonus and commission opportunities, but not including equity and equity-based awards, that are no less favorable than those provided to such employee immediately prior to the effective time and (iii) other compensation and employee benefits (excluding equity and equity-based awards which will remain discretionary) that are no less favorable in the aggregate, determined on an individual basis, than those provided to such employee under the Company’s compensation and benefit plans, programs, policies, agreements and arrangements in effect immediately prior to the effective time. In addition, the pool for the Company’s short-term incentive plan for the fiscal year ending June 30, 2022 (the “Company EmployeeFY 2022 STIP”) will be funded based on the greater of target and actual performance for such fiscal year, and FY 2022 STIP payments for such fiscal year will be determined in the Company’s ordinary course of business consistent with past practice for each participant in the FY 2022 STIP as of the last day of such fiscal year and paid by the Company (ior, following the effective time, by Parent or the surviving corporation) a base salary on or base wage ratebefore September 15, as applicable2022. Parent will, that is no less than or will cause the base salary or base wage rate surviving corporation and each of their respective affiliates to, honor all Company benefit plans (including all severance, change of control and similar plans and arrangements) in accordance with their terms as in effect immediately prior to the Closingeffective time, (ii) aggregate target annual cash and equity incentive compensation opportunities subject to any amendment or termination that are no less favorable than may be permitted by such Company benefit plans. For the aggregate value duration of the target annual cash and equity (but excluding retention continuation period or, if applicable, the remaining term of any individual employment, severance or transaction based opportunities) incentive compensation opportunities as separation agreement in effect immediately prior to the Closing effective time (if longer), Parent will, or will cause the surviving corporation or their respective affiliates to, provide each continuing Company employee who suffers a termination of employment under circumstances that would have given such employee a right to severance payments and for benefits under the applicable severance policy or severance plan of the Company or any of its subsidiaries, or any individual employment, severance or separation agreement or other arrangement in effect immediately prior to the date of the Merger Agreement (each, a “Company severance plan”) with severance payments and benefits no less favorable than those that would have been provided to such employee under the applicable Company severance plan, subject to such employee’s timely satisfaction of a release of claims requirement. For all purposes under all employee benefit plans of any performance-based incentive compensation opportunitiesParent, the value attributable surviving corporation and their respective affiliates providing benefits to any continuing Company employee after the effective time (the “new plans”), each continuing Company employee will receive full credit for such opportunities shall be based on employee’s years of service with the target valueCompany and its subsidiaries before the effective time (including any predecessors or other entities for which the Company and its subsidiaries have given credit for prior service); provided, that in no event will the cash and equity incentive opportunities provided to the same extent such employee was entitled to credit for such service under similar or comparable Company Employees benefit plans. In addition, (i) each such employee will be more favorable than immediately eligible to participate, without any waiting time, in each new plan to the cash extent that such waiting time was satisfied under a similar or comparable Company employee benefit plan in which such employee participated immediately before the effective time (such plans, collectively, the “old plans”), (ii) Parent will cause all pre-existing condition exclusions or limitations and equity incentive opportunities provided actively-at-work requirements of each new plan to similarly situated employees be waived or satisfied for each such employee and his or her covered dependents to the extent waived or satisfied under the analogous old plan as of Parent and its Subsidiariesthe effective time, and (iii) Parent will cause all eligible expenses incurred by each such employee benefits that, and his or her covered dependents during the portion of the plan year of the old plan ending on the date on which such employee’s participation in the aggregatecorresponding new plan begins to be taken into account under such new plan for purposes of satisfying all deductible, are substantially 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. In the case of any continuing Company employee for whom the Company tracks vacation accrual (which will not include any such employee who is eligible for “unlimited” vacation or similar paid time off except as required by applicable law), with respect to any earned but unused vacation or other paid time off to which such employee is entitled pursuant to the vacation or other paid time off policy or individual agreement or other arrangement applicable to such employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closingeffective time (the “Vacation/PTO Policy”), orParent will, or will cause the surviving corporation or any of their respective affiliates to, (i) allow such employee to use such earned vacation or other paid time off in accordance with the TABLE OF CONTENTS Vacation/PTO Policy and (ii) if any such employee’s employment terminates during the continuation period under circumstances entitling such employee to severance pay under the applicable Company severance plan, pay such employee, in cash, an amount equal to the extent value of the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (earned vacation or other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of paid time following the Closing Date, subject to applicable Lawoff.

Employee Matters. (a) For Parent agrees that, for a period commencing upon the Effective Time and ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 20242017 (or, or (z) if shorter, during the employee’s termination period of employment or service (the “Continuation Period”employment), Parent shall, or it shall cause the Surviving Company and its Subsidiaries (including the Surviving Corporation) to, (i) provide each individual who is an employee of the Company and of each of the Company Subsidiaries as of the Effective Time (each a “Company Employee”) that remains an employee of Parent, the Company, the Surviving Company, or any of their respective Subsidiaries or Affiliates (each, a Company Subsidiary “Continuing Employee”), other than any Continuing Employee covered by a Collective Bargaining Agreement, with at least the same level of base salary or base hourly wage, if applicable, that was provided to each such Continuing Employee immediately prior to the Effective Time, (ii) provide each Continuing Employee with a cash incentive compensation opportunity that is at least equal (including with respect to individual target bonus as a percentage of base salary) to that provided to such Continuing Employee immediately prior to the Effective Time and (eachiii) provide the Continuing Employee with employee benefits (other than equity-based awards and defined benefit or non-qualified arrangements) that are materially no less favorable in the aggregate than the employee benefits (other than equity-based awards and defined benefit or non-qualified arrangements) provided to such Continuing Employees immediately prior to the Effective Time. No later than February 5, 2017, the Company shall pay bonuses for the Company’s fiscal year ending December 31, 2016 pursuant to the Company’s annual incentive plan at the actual performance level during the applicable performance period excluding the effect of accounting adjustments related to the Closing and expenses incurred in connection with the Transactions (but in no event less than 80% of target levels), including to (x) an employee whose employment is terminated (other than due to a Table of Contents termination for cause or a resignation) or (y) an individual that is party to a Change of Control Retention and Severance Agreement, who has a “Termination Upon a Change of Control”, in either case upon such termination. Parent shall, or shall cause the Surviving Company Employee”) and its Subsidiaries to, honor in accordance with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate their terms all applicable Collective Bargaining Agreements as in effect immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity incentive compensation opportunities it being understood that are no less favorable than the aggregate value of foregoing shall not limit the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees right of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated Company, to continue to employ amend or terminate any Company Employee for any specific period of time following the Closing Date, subject to applicable LawCollective Bargaining Agreement in accordance with its terms.

Employee Matters. (a) For a period ending on the earlier of eighteen (x) twelve (1218) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shallshall provide, or shall cause its Subsidiaries (including the Surviving Corporation) toto be provided, provide to each individual who is an employee of the Company or a Company Subsidiary and its Subsidiaries who is employed as of immediately prior to the Effective Time (eachcollectively, a the “Company EmployeeEmployees”) with (i) a annual base salary or and base wage ratewages, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that (excluding equity-based compensation) and benefits that, in each case, are no less favorable than the aggregate value of the target such annual base salary and base wages, cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect (excluding equity-based compensation) and benefits provided to such Company Employee immediately prior to the Closing (and for purposes Effective Time, provided, however, that nothing in this Agreement shall prohibit the Surviving Company from, consistent with the Company’s past practice, terminating the employment of any performance-based Company Employee or demoting any such Company Employee (with a corresponding change, if applicable and consistent with past practice, to such Company Employee’s annual base salary and base wages, cash incentive compensation opportunitiesopportunities and benefits) in each case for cause, and, if applicable, in accordance with the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to provisions of the Company Employees be more favorable than Employee’s employment or other individual agreement, consistent with the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of ParentCompany’s past practice. Notwithstanding any other provision herein of this Agreement to the contrary, neither (i) Parent nor any of its Subsidiaries (including shall or shall cause the Surviving CorporationCorporation to provide Company Employees whose employment terminates during the eighteen (18) month period following the Effective Time who are not parties to individual agreements providing severance or termination benefits with severance benefits at levels no less than the benefits provided under the Company’s severance policies in effect as of December 31, 2009, and such severance benefits shall be obligated to continue to employ any Company Employee for any specific period of time following determined taking into account the Closing Date, subject to applicable Lawservice crediting provisions set forth in Section 6.14(b) below.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) 12 months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shallshall provide, or shall cause its Subsidiaries applicable Affiliates (including including, after the Closing, the Surviving CorporationCompany and its Subsidiaries) toto provide, provide to each individual person who is an employee of the Company or a Company Subsidiary its Subsidiaries immediately prior to the Effective Time and who continues to be so employed immediately after the Effective Time (each, a “Company Continuing Employee”) with ), (i) a base salary or base wage rate, as applicable, target annual or short-term cash incentive opportunities and severance and termination benefits that is are, in each case, no less favorable than the base salary or base wage rate rate, as in effect applicable, target annual or short-term cash incentive opportunities and severance and termination benefits provided to such Continuing Employee immediately prior to the ClosingEffective Time, and (ii) aggregate target annual cash and equity incentive compensation opportunities other employee benefits that are are, taken as a whole, no less favorable than either (A) the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect employee benefits that were provided to such Continuing Employee immediately prior to the Closing Effective Time or (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities B) those provided to similarly situated employees of Parent and or its Subsidiaries, Affiliates and (iiiiv) employee benefits thatwith respect to any Continuing Employee outside of the United States, in the aggregate, are substantially similar any other material terms and conditions of employment as were provided to the employee benefits (other than any Excluded Benefits (as defined below)) provided such Continuing Employee immediately prior to the ClosingEffective Time; provided that, orthe term “other material terms and conditions” is limited to practices that, if changed or eliminated, would give rise to a claim for monetary damages or severance, redundancy or separation benefits under applicable Law. Notwithstanding the foregoing, for all purposes of this Section 6.9(a), (x) defined benefit pension benefits, retiree medical and other post-termination medical and welfare benefits, equity-based compensation and benefits, deferred compensation, retention, change in control, transaction and similar non-recurring bonuses or arrangements shall be excluded and (y) if, with respect to any Continuing Employee outside of the United States, greater compensation or benefits are required to be provided under applicable Law, Parent shall provide, or cause to be provided, such applicable greater compensation or benefits (to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawrequired).

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months one year following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, shall provide or shall cause its Subsidiaries (including the Surviving Corporation) to, Corporation to provide to each individual who is an employee of employed by the Company or a any Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with ), other than employees whose terms and conditions of employment are governed by a collective bargaining agreement, works council or other labor union agreement, the terms and conditions of which shall be honored by Parent and the Surviving Corporation, (i) a base salary or base wage rate, as applicable, and incentive opportunities that is are each no less favorable (including any value attributable to equity-based compensation) than those provided to such Company Employee by the base salary Company or base wage rate as in effect the Company Subsidiaries immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity incentive compensation opportunities severance benefits that are no less favorable than those provided to such Company Employee by the aggregate value of Company or the target annual cash and equity Company Subsidiaries (but excluding retention or transaction based opportunitiesA) incentive compensation opportunities as in effect at the date hereof and disclosed to Parent prior to the date hereof or (B) established or amended after the date hereof in compliance with this Agreement and (iii) other employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee by the Company or the Company Subsidiaries immediately prior to the Closing Effective Time. In addition, and without limiting the generality of the foregoing, each Company Employee, other than employees whose terms and conditions of employment are governed by a collective bargaining agreement, works council or other labor union agreement, shall be immediately eligible to participate, without any waiting time (and for purposes of subject to meeting any performanceservice-based incentive compensation opportunitieswaiting time after giving effect to the provisions of Section 5.05(c)), in any and all plans of Parent, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided Surviving Corporation or their respective affiliates (“Surviving Corporation Plans”) to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided Employee participates immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawEffective Time.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months one year following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual maintain for employees who is an employee continue in the employ of Parent or any of its Subsidiaries (including the Company or a Company Subsidiary immediately prior to Surviving Corporation) following the Effective Time Closing Date (each, a the “Company EmployeeContinuing Employees”) with (i) a base salary or base wage rate, as applicable, that is rate no less favorable than those provided to the base salary or base wage rate as in effect Continuing Employees immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are is no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its SubsidiariesAffiliates (excluding the Continuing Employees), and (iiiii) employee (A) through December 31, 2016, welfare benefits that, in that are no less favorable than the aggregate, are substantially similar compensation and benefits provided to the employee benefits (other than any Excluded Benefits (as defined below)) provided Continuing Employees immediately prior to the Closing, orand (B) after December 31, 2016, welfare benefits that are substantially comparable to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee other compensation and benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of ParentParent and its Affiliates (excluding the Continuing Employees), but excluding equity compensation. Notwithstanding any provision herein to This Section 5.4 shall not limit the contrary, neither obligation of Parent nor or any of its Subsidiaries (including the Surviving Corporation) to maintain any compensation arrangement or benefit plan that, pursuant to an existing contract or applicable law, must be maintained for a period longer than one year. No provision of this Agreement shall be obligated construed as a guarantee of continued employment of any Continuing Employee and this Agreement shall not be construed so as to continue prohibit Parent or any of its Subsidiaries from having the right to employ terminate the employment of any Company Employee for Continuing Employee, provided that any specific period of time following the Closing Date, subject to such termination is effected in accordance with applicable Lawlaw.

Employee Matters. (a) For a From and after the Effective Time, Parent shall or shall cause the Surviving Corporation to, honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time. Without limiting the foregoing, during the period beginning on the Effective Time and ending on the earlier first (1st) anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shallshall provide, or shall cause the Surviving Corporation or its Subsidiaries to provide, employees who continue to be employed by the Surviving Corporation or its Subsidiaries (including collectively, the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company EmployeeContinuing Employees”) with (i) a base salary or base hourly wage raterate that, as applicablein each case, that is are no less favorable than the base salary or base wage rate those as in effect were provided to such Continuing Employees immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities those provided to similarly situated employees of Parent and its Subsidiaries, Subsidiaries and (iii) other employee benefits (other than stock or equity based benefits) that, in the aggregate, are substantially similar no less favorable than were provided to the employee benefits (other than any Excluded Benefits (as defined below)) provided such Continuing Employees immediately prior to the ClosingEffective Time. Any other provision of this Agreement to the contrary notwithstanding, orParent shall provide, or shall cause the Surviving Corporation or one of its Subsidiaries to provide, to the extent the Company Employees are transitioned to Parent Plans (as defined below) each Continuing Employee whose employment terminates during the Continuation Periodeighteen (18) month period following the Effective Time, such employee severance benefits that, in no less favorable than the aggregate, are substantially similar to severance benefits provided for under the employee benefits severance arrangements of Parent and its Subsidiaries (other than any Excluded Benefitsthe Company and its Subsidiary), except as otherwise required pursuant to a plan, program, agreement or arrangement covering the applicable Continuing Employee that is set forth on Schedule 3.18(g)(ii) provided or entered into after the date hereof with Parent’s prior written consent pursuant to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawSection 5.1(a)(v)(B).

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months immediately following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Date (the “Continuation Period”), Parent Purchaser shall, or shall cause its the Company and the Subsidiaries (including the Surviving Corporation) or Purchaser’s other affiliates to, provide to each individual Employee who is an employee of continues employment with the Company or a Company Subsidiary immediately prior to and the Effective Time Subsidiaries after the Closing Date (eachsuch Employees, a the “Company EmployeeContinuing Employees”) with (i) a base salary or base wage rate, as applicable, wages and incentive compensation opportunities (both annual and long-term) that is are no less favorable in the aggregate than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash wages and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target (both annual cash and equity (but excluding retention or transaction based opportunitieslong-term) incentive compensation opportunities as in effect applicable to such Continuing Employee immediately prior to the Closing (and for purposes of any performancewith long-based term incentive compensation opportunities, the value attributable to such opportunities shall be being based on the target value); provided, that in no event will the cash and equity incentive opportunities provided performance goals relating to the Company Employees be more favorable than and the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries), and (iiiii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits defined benefit pension and retiree medical benefits) that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Closing and (as defined below)iii) in the case of each such Continuing Employee whose employment is terminated by Purchaser and its affiliates (including, after the Closing, the Company and the Subsidiaries) prior to the last day of the Continuation Period, severance benefits and payments that are no less favorable in the aggregate than the severance benefits and payments that would have been provided to such Continuing Employee under the applicable severance policy or practice of the Company and the Subsidiaries immediately prior to the Closing, or, . Subject to the extent limitations under Section 5.01(a) of this Agreement, nothing in this Agreement shall be construed as altering or limiting the rights of the Company Employees are transitioned and the Subsidiaries to Parent Plans (x) terminate the employment of any Employee, (y) amend, modify or terminate any compensation or employee benefit plan, program, agreement or arrangement, subject to the terms of such plan, program, agreement or arrangement or as defined belownecessary to comply with Applicable Laws or (z) during except as expressly set forth herein, change the Continuation Periodterms or conditions of employment of any Employee. Except as contemplated under Sections 5.06(g) and 5.06(h), such employee benefits that, the active participation of the Participants in the aggregatecompensation and benefit plans, are substantially similar to the employee benefits programs and arrangements of Parent and its affiliates (other than a Stand-Alone Benefit Plan) shall terminate effective as of the Closing, and from and after the Closing, none of Purchaser or its affiliates (including, after the Closing, the Company and the Subsidiaries) shall have any Excluded BenefitsLiability under or in respect of (and Purchaser and its affiliates (including, after the Closing, the Company and the Subsidiaries) provided to similarly situated employees shall be indemnified and held harmless by Parent with respect to) such compensation and benefit plans, programs and arrangements of Parentthe Parent and its affiliates. Notwithstanding any provision herein to From and after the contraryClosing, neither none of Parent nor or any of its Subsidiaries affiliates shall have any Liability under or in respect of (including the Surviving Corporation) and Parent and its affiliates shall be obligated to continue to employ any Company Employee for any specific period of time following indemnified and held harmless with respect to) the Closing Date, subject to applicable LawStand-Alone Benefit Plans.

Employee Matters. (a) For a period ending on Until the earlier of (x) date that is twelve (12) months following the Closing Date, (y) December 31or, 2024if earlier, or (z) the date of the applicable employee’s termination of employment with Parent or service (the “Continuation Period”one of its Subsidiaries), Parent shall, or shall cause each individual who was employed immediately prior to the Closing by the Company or a Subsidiary thereof (a “Company Employee”) and who remains employed by Parent or any of its Subsidiaries (including the Surviving Corporation, LLC Sub and their respective Subsidiaries) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) be provided with (i) a base salary or base wage ratewages, as applicable, that are no less favorable than those provided to such Company Employee immediately prior to the Closing Date; (ii) a total annual cash incentive opportunity that is no less favorable than that provided to such Company Employee immediately prior to the Closing Date; (iii) equity compensation or long-term cash incentive compensation opportunity, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior substantially comparable to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect provided to such Company Employee immediately prior to the Closing (and for purposes Date, provided that the amount of any performancesuch equity compensation or long-based term cash incentive compensation opportunitiesopportunity, as applicable, may be adjusted to avoid duplication that otherwise may arise as a result of differences in timing of grants by the value attributable Company prior to the Closing Date and by Parent following the Closing Date, provided further that such opportunities shall long-term cash incentive compensation opportunity may instead be based on in the target value)form of equity compensation; providedand (iv) employee benefits (excluding for the avoidance of doubt, that in no event will the cash incentives and equity incentive opportunities provided compensation, which are covered above, and severance benefits, which are covered below) at a level that is no less favorable in the aggregate than either the employee benefits in effect for such Company Employee immediately prior to the Company Employees be more favorable than Closing Date or the cash and equity incentive opportunities employee benefits provided to similarly situated employees of Parent and its Subsidiaries. In the case of a Company Employee who is terminated during the 12-month period following Closing, such Company Employee will be eligible for severance benefits under and (iii) employee benefits that, in the aggregate, are substantially similar subject to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to terms and conditions of the Closing, Southwestern Energy Change in Control Severance Plan or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Periodif applicable, such employee benefits that, in Company Employee’s individual severance agreement entered into with the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawCompany.

Employee Matters. (a) For a period commencing on the applicable Closing and ending on the earlier one (1)-year anniversary of the applicable Closing Date (x) twelve (12) months following or until the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”relevant Business Employee if sooner), Parent Buyer shall, or shall cause its Subsidiaries (including the Surviving Corporation) Acquired Companies to, provide each individual who is an employee of any Business Employee on the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) applicable Closing Date with (i) a base salary or base wage rate, as applicable, rate that is no less than the base salary or base wage rate as in effect with respect to such Business Employee immediately prior to the applicable Closing, and (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits thatthat are, in the aggregate, are substantially similar no less favorable than those provided to such Business Employees under the employee benefits (other than any Excluded Benefits (as defined below)) provided Benefit Plans immediately prior to the Closingapplicable Closing (excluding severance benefits, orany long-term incentive awards, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parentnonqualified deferred compensation plans or college tuition-related programs). Notwithstanding any provision anything herein to the contrary, neither Parent nor Buyer shall be responsible for severance payable (if any) for the termination of any of its Subsidiaries (including Business Employee on the Surviving Corporation) applicable Closing Date or thereafter. Except as otherwise set forth in this Section 6.7 or as may be specifically required by this Agreement or by applicable Law, Buyer shall not be obligated to continue to employ provide any Company Employee particular type of employee benefits or compensation to any Business Employee. For purposes of this Section 6.7, the applicable Closing Date for any specific period of time following Business Employee shall be the Closing DateDate on which the Acquired Company by whom such Business Employee is then employed is sold to Buyer. With respect to each Benefit Plan that is not an Acquired Company Plan, subject to Owners will retain all responsibility, obligations and liability with respect to, or in any way related to, such Benefit Plan, and Buyer will not, and, from and after the applicable LawClosing, the Acquired Companies will not, have any responsibility, obligations or liability with respect to, or in any way related to, such Benefit Plan.

Employee Matters. (a) For a period ending on Until the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Benefits Continuation Period”), Parent shallthe Surviving Corporation shall provide, or shall cause its Subsidiaries (including the Surviving Corporation) toto be provided, provide each individual who is an employee for those employees of the Company and its Subsidiaries who continue as employees of the Surviving Corporation or any of its Subsidiaries during all or a portion of the Benefits Continuation Period (the “Continuing Employees”), (i) target compensation levels (consisting of base salary and target bonus and other incentive (including equity-based) compensation opportunities) with respect to each Continuing Employee that shall not be materially less favorable in the aggregate than the compensation (consisting of base salary and target bonus and other incentive (including equity-based) compensation opportunities) provided by the Company or the applicable Subsidiary to such Continuing Employee immediately prior to the Effective Time (each, a “Company Employee”provided that the forms of any such compensation (cash or equity) with (i) a base salary or base wage rate, as applicable, that is no less than may differ from the base salary or base wage rate as in effect immediately forms provided prior to the Closing, Effective Time) and (ii) aggregate target annual cash and equity incentive compensation opportunities employee benefits with respect to each Continuing Employee that are no less favorable substantially comparable in the aggregate to either, at Parent’s election, (A) the employee benefits provided by Parent and its Subsidiaries (other than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunitiesSurviving Corporation) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of U.S.-based Subsidiaries of Parent and its Subsidiaries, and Subsidiaries or (iiiB) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided by the Company or the applicable Subsidiary to such Continuing Employee immediately prior to the ClosingEffective Time; provided, however, that no severance, defined benefit pension, non-qualified deferred compensation, post-retirement medical or welfare, retention, change in control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of clause (i) or (ii) of this Section 5.7(a). Nothing herein shall be deemed to be a guarantee of employment for any current or former employee of the Company or any of its Subsidiaries, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than as provided in any Excluded Benefits) provided applicable employment agreement or other Contract, to similarly situated employees restrict the right of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including or the Surviving Corporation) shall be obligated Corporation to continue to employ terminate the employment of any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawsuch employee.

Employee Matters. (a) For a period ending on Until the earlier of (x) twelve (12) months following month anniversary of the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Benefits Continuation Period”), and subject to the last sentence of this Section 8.7, Parent shallshall provide, or and shall cause its Subsidiaries (including the Surviving Corporation) toCorporation and their respective Subsidiaries to provide, provide each individual who is an employee for those employees of the Company and the Company Subsidiaries (excluding any employees represented by labor unions and/or covered by collective bargaining agreements) who continue as employees of Parent, the Surviving Corporation or a Company Subsidiary immediately prior to any of their respective Subsidiaries during the Effective Time Benefits Continuation Period (each, a the “Company EmployeeEmployees”) with ), (i) a base salary or base hourly wage raterate that is no less favorable than that provided to such Company Employee immediately prior to the Effective Time, (ii) a cash incentive opportunity (including bonuses and/or commissions) that is no less favorable than that provided to such Company Employee immediately prior to the Effective Time and (iii) employee benefits (including welfare plan benefits for spouses and dependents, as applicable, but excluding any equity based compensation and defined benefit pension plan) that is either, at the option of Parent, are (A) no less favorable in the aggregate than the base salary or base wage rate as in effect those provided to such Company Employee immediately prior to the Closing, Effective Time or (iiB) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than in the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities those provided to similarly situated employees of Parent and its Subsidiaries. Without limiting the generality of the foregoing, for the Benefits Continuation Period, Parent shall honor, or shall cause the Surviving Corporation or any of their respective Subsidiaries to honor the severance, retention and (iiiany similar benefits and any Company Benefit Plan set forth on Section 8.7(a) employee benefits that, in of the aggregate, are substantially similar Company Disclosure Letter provided to the employee benefits (other than any Excluded Benefits (as defined below)) provided a Company Employee under an applicable Company Benefit Plan immediately prior to the ClosingEffective Time, or, including by recognizing all service recognized for such purposes under the applicable Company Benefit Plan (unless otherwise agreed to in writing by the extent the affected Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable LawEmployee).

Employee Matters. (a) For Purchaser and the Company agree that, following the Closing, each Employee who is employed by Purchaser or its Affiliates immediately after the Closing Date shall be provided by Purchaser or its Affiliates, for a period ending on extending until the earlier of (x) twelve (12) months the termination of such Employee’s employment with Purchaser and its Affiliates and the second December 31st following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash compensation and equity incentive compensation opportunities benefits that are no less favorable in the aggregate than the aggregate value of the target annual cash base compensation and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect benefits provided by Seller and its Subsidiaries to such Employee immediately prior to the Closing (and for purposes date of any performance-based incentive compensation opportunities, the value attributable to such opportunities this Agreement. Nothing in this Agreement shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor require Purchaser or any of its Subsidiaries (including the Surviving Corporation) shall be obligated Affiliates to continue to employ any Company particular Employee for any specific period of time following the Closing Date, subject or shall, provided the provisions herein are complied with, be construed to applicable Lawprohibit Purchaser or any of its Affiliates from amending or terminating any Company Benefit Plan, Assumed Benefit Plan or other benefit plan following the Closing; provided that the Purchaser and its Affiliates shall not prior to the end of the calendar year in which the Closing occurs (i) terminate or freeze benefit accruals under the Space Systems/Loral, Inc. Pension Plan, (ii) terminate or materially reduce benefits in any Company Benefit Plan or Assumed Benefit Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), a qualified profit sharing plan, or a nonqualified profit sharing plan or cause any Employee to cease participation in any such plan (other than voluntarily or on account of a termination of employment), or (iii) terminate or materially reduce potential payments under the Space Systems/Loral Performance Incentive Bonus and Program Performance Bonus.

Employee Matters. (a) For a period beginning at the Effective Time and ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (zi) the employee’s first anniversary of the Effective Time and (ii) the termination of employment or service of the relevant Continuing Employee (the “Continuation Period”as defined below), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) Corporation to, provide each individual who is an employee to the employees of the Company or a Company Subsidiary immediately prior to to, and who remain so employed immediately following, the Effective Time (each, a “Company Continuing Employee”) with (i) a base salary or base wage rateon an individual basis, as applicable, that is no less than the an annual base salary or base wage rate (as applicable) and a target annual cash bonus opportunity or target cash commissions opportunity that are no less favorable, in the aggregate, than the annual base salary or base wage rate (as applicable) and target annual cash bonus opportunity or target cash commissions opportunity in effect immediately prior to the ClosingEffective Time under the Company Plans, (ii) aggregate target annual on an individual basis, cash and equity incentive compensation opportunities severance benefits to each Continuing Employee that are no less favorable in the aggregate than, and pursuant to the terms of, the Company’s severance plans in effect on the date hereof and set forth on Section 5.08(a) of the Company Disclosure Letter, provided, that, for clarity, individuals who are subject to individual employment agreements as of the date hereof that are set forth on Section 3.17(a)(ix) of the Company Disclosure Letter and provide for severance benefits greater than the aggregate value of severance benefits provided pursuant to the target annual cash Company’s severance plans shall continue to be subject to and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities eligible for severance benefits pursuant to such agreements as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiariesdate hereof, and (iii) on a group basis, employee benefits that, in the aggregate, are substantially similar to the employee benefits benefit plans and arrangements (other than any Excluded Benefits base salaries or base wages, bonus opportunities, severance benefits, defined benefit pension, nonqualified deferred compensation, retiree or post-termination health or welfare benefit, equity or equity based compensation and retention or change in control-related compensation or benefits (as defined belowcollectively, the “Specified Arrangements”)) that are no less favorable in the aggregate than the employee benefit plans and arrangements (other than the Specified Arrangements) provided to Continuing Employees immediately prior to the Closing, or, to the extent Effective Time under the Company Employees are transitioned to Parent Plans (as defined below) during Plans, with the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to determination of the employee benefits under this clause (iii) to be made by Parent from time to time, based on Parent’s evaluation of the nature and scope of the Continuing Employee’s duties, principal location where those duties are performed, grade level, and performance, among other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawthings.

Employee Matters. (a) For Subject to the terms of Section 2.4(d) and this Section 5.7(a), for a period ending on the earlier of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”)Effective Time, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) a Subsidiary of Parent to, provide to each individual who is an employee of the Company or a Company Subsidiary Acquired Companies who is employed immediately prior to the Effective Time (each, a “Company Continuing Employee”) with ), for so long as such Continuing Employee remains in the employment of Parent and its Subsidiaries, (i) a base salary or base wage raterate and target annual bonuses that are in the aggregate, as applicable, that is no less favorable than the base salary or base wage rate as in effect and target annual bonuses (excluding any specific performance-based goals, equity or equity-based compensation, retention, change of control, transaction or similar bonuses, severance and nonqualified deferred compensation) being provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the ClosingEffective Time; provided, that for any annual bonus programs that provide for payment in the form of Company Common Stock or equity-based awards (“Equity Bonus Programs”), such Equity Bonus Programs shall continue for the length of the current performance period, and, at the end of such period Parent shall have the option to terminate such Equity Bonus Program after paying out all amounts owed to participants, (ii) aggregate target annual cash employee benefits that are in the aggregate, substantially comparable to the benefits (excluding any defined benefit pension plans, equity based compensation, change in control, retention, or retiree medical benefits) being provided by the Company or its Subsidiaries to Continuing Employees immediately prior to the Effective Time, and equity incentive compensation opportunities (iii) severance benefits that are no less favorable than the aggregate value those in effect with respect to such Continuing Employee as of the target annual cash date hereof and equity (but excluding retention or transaction based opportunitiesas are set forth on Section 5.7(a) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of ParentDisclosure Letter. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.68

Employee Matters. (a) For a During the period commencing at the Effective Time and ending on the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Date (the “Continuation Period”), Parent shall, or shall cause the Surviving Corporation or one of its Subsidiaries to, provide each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including the Surviving CorporationCorporation and its Subsidiaries) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to following the Effective Time (eachcollectively, a the “Company EmployeeContinuing Employees”) with (i) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate rate, as in effect applicable, provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the Closing, Effective Time; (ii) aggregate short- and long-term target annual cash and equity incentive compensation opportunities that are no less favorable in value, in the aggregate, than the aggregate value short- and long-term target incentive compensation opportunities provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the Effective Time; provided that, if the relative allocation of the short- and long-term target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect of immediately prior to the Closing (and for purposes Effective Time is adjusted, the fraction of any performance-based the aggregate target incentive compensation opportunities, the value attributable opportunity allocated to such opportunities short-term incentives shall not be based on the target value); provided, smaller than that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided applicable to similarly situated employees of Parent and its Subsidiaries; provided, further, in order to address Parent and the Company’s different grant-timing practices, Parent may xxxxx xxxx-term incentive awards at different times of the year than such awards are granted to its employees generally (to prevent Continuing Employees from not receiving full 2019 award opportunities) and may adjust future awards to ensure that there is not a duplication of incentive compensation opportunities with respect to the same performance period (or portion thereof); and (iii) other compensation and employee benefits thatthat are substantially comparable in value, in the aggregate, are substantially similar to those provided by the employee benefits (other than any Excluded Benefits (as defined below)) provided Company or its Subsidiaries to such Continuing Employee immediately prior to the ClosingEffective Time. Without limiting the immediately preceding sentence, orParent shall, or shall cause the Surviving Corporation or one of its Subsidiaries to, provide to the extent the Company Employees are transitioned to Parent Plans (as defined below) each Continuing Employee whose employment terminates during the Continuation Period, such employee Period with severance benefits that, in the aggregate, are substantially similar equal to the employee greater of (A) the severance benefits for which such Continuing Employee is eligible under the Company’s Change in Control Severance Pay Plan (other than any Excluded Benefitsin accordance with its terms at the Effective Time) provided to and (B) the severance benefits for which similarly situated employees of ParentParent and its Subsidiaries are eligible, in each case, determined (x) solely for the purpose of clause (A) above, without taking into account any reduction after the Effective Time in compensation paid to such Continuing Employee and (y) taking into account each Continuing Employee’s service with the Company and its Subsidiaries (and any predecessor entities) and, after the Effective Time, Parent and its Subsidiaries. Notwithstanding any provision herein In addition, for as long as there are adequate assets in the trusts underlying the Retiree Welfare Plans to meet the contrarybenefit obligations under the Retiree Welfare Plans, neither Parent nor any shall, or shall cause the Surviving Corporation or one of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to, maintain the Retiree Welfare Plans for the benefit of the individuals who are receiving benefits thereunder as of immediately prior to employ any Company Employee for any specific period the Effective Time, or would be eligible to receive benefits thereunder as of time following immediately prior to the Closing DateEffective Time, subject based on the plan terms and level of benefits as of immediately prior to applicable Lawthe Effective Time.

Employee Matters. (a) For a period ending on From the earlier of (x) Effective Time through the twelve (12) months following month anniversary of the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), with the exception of employees represented by any labor organization, Parent shallshall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries (including the Surviving CorporationCorporation and its Subsidiaries) to, provide each individual who is an employee as of the Company or a Company Subsidiary immediately prior to the Effective Time (eacheach such employee not represented by a labor organization, a “Company Employee”) with ), for so long as the Company Employee is employed by the Surviving Corporation or any of its Subsidiaries during the Continuation Period, (i) a an annualized base salary or base wage rate, as applicable, that is no less than and short-term and long-term incentive compensation opportunities (which, for the base salary or base wage rate as in effect immediately prior avoidance of doubt, shall take into account the value attributable to the Closing, (ii) aggregate target annual cash and equity incentive based compensation opportunities for purposes of determining the Company Employee’s annual total direct compensation opportunity) that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect same provided to such Company Employee immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, Effective Time and (iiiii) employee benefits that(excluding, for the avoidance of doubt, incentive compensation and retiree welfare benefits) that are no less favorable in the aggregate, are substantially similar aggregate than the same provided to the employee benefits (other than any Excluded Benefits (as defined below)) provided such Company Employee immediately prior to the ClosingEffective Time. Notwithstanding the foregoing, orParent shall provide, or shall cause to be provided, to the extent the each Company Employees are transitioned to Parent Plans (as defined below) Employee whose employment terminates during the Continuation PeriodPeriod under circumstances set forth on Section 5.11(a) of the Company Disclosure Schedule with severance benefits no less favorable than as set forth on Section 5.11(a) of the Company Disclosure Schedule or, such employee benefits thatif more favorable, in the aggregate, are substantially similar than as required by applicable local Law. With respect to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of Company or its Subsidiaries (including who are represented by a labor organization, Parent shall cause the Surviving Corporation) shall Corporation or its Subsidiaries, as applicable, to honor all existing collective bargaining agreements applicable to such employees as may remain in effect, and as may be obligated modified from time to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawtime.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) at least 12 months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Date (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with (i) a base salary or base hourly wage rate, as applicable, that is no less than the base salary or base hourly wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities opportunities, other than cash sales commission or incentive plans, that taken as a whole are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunitiesClosing, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) severance payments and benefits that are no less than the severance payments and benefits set forth in Section 5.11(a) of the Company Disclosure Letter and (iv) employee benefits (other than severance, equity-based benefits, defined benefits pursuant to qualified and nonqualified retirement plans, retiree medical benefits and other retiree health and welfare arrangements) that, in the aggregate, are substantially similar to no less than the greater of (A) the employee benefits (other than any Excluded Benefits (as defined below)severance and incentive compensation opportunities) provided immediately prior to the ClosingClosing and (B) the employee benefits (other than severance and incentive compensation opportunities, orequity-based benefits, defined benefits pursuant to qualified and nonqualified retirement plans, retiree medical benefits and other retiree health and welfare arrangements) provided by Parent and its Subsidiaries to similarly situated employees under the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent). Notwithstanding any provision herein anything in this Agreement to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) For New Charter shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be em- ployed by New Charter or its Subsidiaries (including, for the avoidance of doubt the New Char- ter and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Em- ployee”), other than any Continuing Employee included in a collective bargaining unit during the Continuation Period (each, a “Represented Employee”), with, to the extent employed by New Charter or its Subsidiaries, (i) during the period beginning at the Effective Time and ending on the earlier first anniversary of (x) twelve (12) months following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with (i) a base salary or base wage ratepay and annual cash bonus opportunities, as applicable, that is are no less favorable in the aggregate than the base salary or base wage rate as in effect provided to each such Continuing Employee immediately prior to the ClosingClosing Date, (ii) aggregate target annual during the Contin- uation Period, commission and cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect either those provided to each such Continuing Employee immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities Date or those provided to similarly situated employees of Parent and New Charter or its SubsidiariesSubsidiaries following the Closing Date, and (iii) until December 31, 2016, employee benefits that are no less favorable in the aggregate than provided to each such Continuing Employee immediately prior to the Closing Date; provided, that, for purposes of determining whether such pay, opportunities and benefits are no less favorable in the aggregate, are substantially long-term cash incentive compensation, equity compensa- tion, defined benefit pension plan benefits, severance, retention (including, for the avoidance of doubt, any supplemental cash bonus opportunity paid or payable in connection with the transac- tions contemplated by this Agreement or the Company’s terminated merger agreement with Comcast Corporation), sale, stay, or change in control payments or awards or any similar com- pensation or benefit, shall not be taken into account. With respect to Represented Employees, New Charter shall retain, or shall cause to be retained, any and all of the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior rights and obligations it may have pursuant to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Applicable Law.

Employee Matters. (a) For a period commencing on the applicable Closing and ending on the earlier one (1)-year anniversary of the applicable Closing Date (x) twelve (12) months following or until the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”relevant Business Employee if sooner), Parent Buyer shall, or shall cause its Subsidiaries (including the Surviving Corporation) Acquired Companies to, provide each individual who is an employee of any Business Employee on the Company or a Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) applicable Closing Date with (i) a base salary or base wage rate, as applicable, rate that is no less than the base salary or base wage rate as in effect with respect to such Business Employee immediately prior to the applicable Closing, and (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the Closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits thatthat are, in the aggregate, are substantially similar no less favorable than those provided to such Business Employees under the employee benefits (other than any Excluded Benefits (as defined below)) provided Benefit Plans immediately prior to the Closingapplicable Closing (excluding severance benefits, orany long-term incentive awards, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parentnonqualified deferred compensation plans or college tuition-related programs). Notwithstanding any provision anything herein to the contrary, neither Parent nor Buyer shall be responsible for severance payable (if any) for the termination of any of its Subsidiaries (including Business Employee on the Surviving Corporation) applicable Closing Date or thereafter. Except as otherwise set forth in this Section 6.10 or as may be specifically required by this Agreement or by applicable Law, Buyer shall not be obligated to continue to employ provide any Company Employee particular type of employee benefits or compensation to any Business Employee. For purposes of this Section 6.10, the applicable Closing Date for any specific period of time following Business Employee shall be the applicable Closing DateDate on which the Acquired Company by whom such Business Employee is then employed is sold to Buyer. With respect to each Benefit Plan that is not an Acquired Company Plan, subject to Parent will retain all responsibility, obligations and liability with respect to, or in any way related to, such Benefit Plan, and Buyer will not, and, from and after the applicable LawClosing, the Acquired Companies will not, have any responsibility, obligations or liability with respect to, or in any way related to, such Benefit Plan.

Employee Matters. (a) For a period ending on the earlier of one (x1) twelve (12) months year following the Closing DateDate (or if earlier, (y) December 31, 2024, or (z) the employeedate the applicable Continuing Business Employee’s termination of employment or service (the “Continuation Period”employment), Parent Purchaser shall, or shall cause its Subsidiaries (including the Surviving Corporation) Acquired Companies to, provide for each individual of the employees of the Acquired Companies who is an employee not a member of a labor union and who continues in the employ of Purchaser or any of the Company or a Company Subsidiary immediately prior to Acquired Companies following the Effective Time Closing Date (eachcollectively, a the “Company EmployeeContinuing Business Employees”) with (i) a base salary or base wage rate, as applicable, level that is no less than the base salary or base wage rate as in effect level provided to such Continuing Business Employee immediately prior to the Closing, ; (ii) aggregate target annual cash except as otherwise provided in clause (iii) of this Section 6.11(a) or in Section 6.11(b), employee welfare and retirement benefits (excluding any change in control arrangements, equity incentive or equity-based compensation, deferred compensation opportunities arrangements, defined benefit pension, or post-retirement health or welfare benefits) that are either, at the sole discretion of Purchaser and as determined on an individual basis (x) no less favorable than in the aggregate value of the target annual cash than those employee welfare and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect retirement benefits provided to such Continuing Business Employee immediately prior to the Closing or (y) no less favorable in the aggregate than those employee welfare and for purposes retirement benefits provided by Purchaser and its Affiliates (other than the Acquired Companies) to similarly-situated employees of any performancePurchaser and its Affiliates (other than the Acquired Companies) from time to time; and (iii) annual target short-based term and long-term incentive compensation opportunitiesopportunities that are, in the value attributable to such opportunities shall be based aggregate, no less than either, at the sole discretion of Purchaser and as determined on an individual basis (x) the annual target value); provided, that in no event will the cash short-term and equity long-term incentive opportunities provided to the Company Employees be more favorable than Continuing Business Employee immediately prior to the cash Closing or (y) the annual target short-term and equity long-term incentive opportunities provided to similarly similarly-situated employees of Parent Purchaser and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits Affiliates (other than any Excluded Benefits (as defined below)the Acquired Companies) provided immediately prior from time to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Lawtime.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months Immediately following the Closing DateClosing, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent Buyer shall, or and shall cause its Subsidiaries (including the Surviving Corporation) to, provide each individual to those individuals who is an employee of are employed by the Company or a the Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect Subsidiaries immediately prior to the Closing (the “Company Employees”) (i) for a period of at least one (1) year following the Closing, (A) base compensation that is no less favorable to each Company Employee, than the base compensation provided to such Company Employee by the Company immediately prior to the Closing and (B) incentive compensation opportunities (exclusive of any equity-based compensation, including, without limitation, participation in the ESOP) that are no less favorable in the aggregate than the discretionary bonus payments received by Company Employees under the Company’s discretionary incentive compensation programs and arrangements in respect of the completed fiscal year immediately preceding the Closing; and (ii) for a period ending on December 31, 2020, retirement, welfare and other employee benefits that are substantially comparable in the aggregate to those provided by the Company to such Company Employees in the aggregate as of immediately prior to the Closing (excluding for all purposes of this Section 8.05(a) ESOP participation), provided that, in the event that any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash Company Employee voluntarily applies for and equity incentive opportunities provided to is selected for a position with Parent or one of its Subsidiaries (other than the Company Employees or any Company Subsidiary) (each, a “New Employing Entity”) during the period ending on December 31, 2020, then such Company Employee shall instead be more favorable than entitled to receive retirement, welfare and other employee benefits that are substantially comparable in the cash and equity incentive opportunities aggregate to those provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of ParentNew Employing Entity. Notwithstanding any provision anything herein to the contrary, neither Parent nor the Buyer agrees to pay, or cause to be paid, to Company Employees annual cash incentive bonuses in respect of the fiscal year in which the Closing occurs in the ordinary course of the Company’s business consistent with past practice, upon the same timetable, and in an aggregate amount of all such bonuses of no less than the Company’s budgeted target amount for such bonuses in respect of such fiscal year, as set forth on Schedule 8.05(a) of the Company Disclosure Letter. Such compensation and employee benefits may be provided through the Buyer’s continuation of one or more of the Company Benefit Plans, through the admission of the Company Employees to any one or more employee benefit policies, plans or programs maintained by the Buyer or its Affiliates from time to time (each, a “Buyer Plan”), or through a combination of its Subsidiaries (including the Surviving Corporation) shall be obligated foregoing alternatives, as determined in the Buyer’s sole and absolute discretion. Without limiting the foregoing, the Buyer agrees not to continue to employ engage in any Company Employee for any specific period of time acts following the Closing Date, subject to applicable Lawthat violate the federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”) and may result in any potential liability thereunder.

Employee Matters. (a) For a period ending on the earlier of (x) twelve (12) months one year following the Closing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service Effective Time (the “Continuation Period”), Parent shall, shall provide or shall cause its Subsidiaries (including the Surviving Corporation) to, Corporation to provide to each individual who is an employee of employed by the Company or a any Company Subsidiary immediately prior to the Effective Time (each, a “Continuing Company Employee”) with for so long as such individual remains so employed, (i) a annual base salary or base wage rate, as applicable, and target cash incentive opportunities that is are each no less favorable than those provided to such Continuing Company Employee by the base salary Company or base wage rate as in effect the Company Subsidiaries immediately prior to the ClosingEffective Time, (ii) aggregate target annual cash and equity long-term incentive compensation opportunities that are no less favorable than those provided by Parent or its affiliates to similarly situated employees, (iii) severance benefits that are no less favorable than those provided to such Continuing Company Employee by the aggregate value of Company or the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect Company Subsidiaries immediately prior to the Closing Effective Time and (and for purposes of any performance-based incentive compensation opportunities, iv) other employee benefits that are substantially comparable in the value attributable aggregate to those provided to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to Continuing Company Employee by the Company Employees be more favorable than or the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits (as defined below)) provided Company Subsidiaries immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during Effective Time. Following the Continuation Period, such employee benefits that, the Continuing Company Employees shall be entitled to participate in the aggregateplans of Parent, are substantially similar the Surviving Corporation or their respective affiliates (the “Surviving Corporation Plans”) to the employee benefits (same extent as other than any Excluded Benefits) provided to similarly situated employees of Parent, the Surviving Corporation and their respective affiliates. Notwithstanding In addition, and without limiting the generality of the foregoing and subject to Section 5.05(d), each Continuing Company Employee shall be immediately eligible to participate, without any provision herein waiting time, in any and all Surviving Corporation Plans to the contrary, neither extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Company Employee participates immediately prior to the Effective Time. Nothing in this Section 5.05 or elsewhere in this Agreement shall be construed to create a right in any Continuing Company Employee to employment with Parent nor any of its Subsidiaries (including or the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) For a one year period ending on the earlier of (x) twelve (12) months following the Closing Date, Date (y) December 31, 2024, or (z) until the employee’s date of termination of employment or service (of the “Continuation Period”relevant Continuing Employee, if sooner), Parent shallthe Buyer shall provide, or shall cause its Subsidiaries to be provided, to each Company Employee who continues to be employed immediately after the Closing (including the Surviving Corporation) to, provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Effective Time (eachsuch employee, a “Company Continuing Employee”) with the following, in each case as applicable: (i) a base salary or base hourly wage rate, as applicable, that is no less than the base salary or base wage rate rate, as in effect immediately prior applicable, as provided to the Closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect such Continuing Employee immediately prior to the Closing Date; (and for purposes of any performance-based incentive compensation opportunities, ii) a target annual cash bonus opportunity that is no less than the value attributable target annual cash bonus opportunity that was provided to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided Continuing Employee immediately prior to the Company Employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its Subsidiaries, Closing Date; and (iii) employee benefits that(excluding short- and long-term incentive opportunities, equity and equity-based compensation, severance, nonqualified deferred compensation, defined benefit pension and post-employment welfare benefits (collectively, “Excluded Benefits”)) that are either substantially comparable in the aggregate, are substantially similar aggregate to the employee benefits (other than any Excluded Benefits (as defined below)) provided immediately prior to the Closing, or, to the extent the Company Employees are transitioned to Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly such Continuing Employee as of the date of this Agreement or no less favorable individually or in the aggregate to the employee benefits offered to similarly-situated or equivalent-level/grade employees of Parentthe Buyer or its Affiliates. Notwithstanding the foregoing, the Buyer shall, and shall cause its Affiliates (including, after the Closing, the Buyer and its Subsidiaries) to honor the terms of any provision herein contractual severance compensation with respect to any Continuing Employees under the contrary, neither Parent nor applicable Company Benefit Plan set forth on the Section 3.13(a) of the Company Disclosure Letter and to comply with any of its Subsidiaries (including the Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to severance compensation or benefit obligations that arise under applicable Law.