Common use of Employee Matters Clause in Contracts

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa.

Employee Matters. (a) The Parties agree that, With respect to those individuals who are employees of a TGE Entity immediately prior to the ClosingClosing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Parties shall cooperate in reviewing, evaluating Closing Date and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm who remain employed by an Acquiror or any of its Subsidiaries (Affiliates immediately following the Closing, including, for Closing (the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans willAcquirors or an Affiliate of Acquirors shall, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (the “Continuation Period”), and subject i) continue to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (includingexcluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, severance payments notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and benefitsas provided on Schedule 6.3(h) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately extent not awarded prior to the Company Merger Effective TimeClosing Date, (ii) substantially the same in the aggregate and such equity compensation shall be subject to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination terms of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaapplicable award agreement and equity incentive plan.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree Parent agrees that for a period of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b6.9(a), Ohm Parent shall, or shall cause the applicable Subsidiary of OhmParent to, including Firefly provide each employee of the Company and its SubsidiariesSubsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to provide each such Continuing Employee compensation (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (includingexcluding severance and termination benefits, for the avoidance defined benefit pension, post-employment health and welfare benefits, and change of doubtcontrol, severance payments and benefitsretention or other one-off awards (collectively, “Excluded Benefits”)) that are (iA) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (iiB) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employees employed by Ohm Parent or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective TimeSubsidiaries, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (ivC) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b6.9(a) shall prevent Ohm Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm Parent shall, or shall cause another Buyer Party to, offer to all Business Employees (other than those Business Employees who are not employed by a Seller Company immediately prior to Closing) employment with a starting date effective as of the applicable Subsidiary of OhmClosing; provided, including Firefly and its Subsidiarieshowever, that the Buyer Parties may withdraw an employment offer to provide each Continuing any Business Employee compensation and employee benefits (including, for prior to such Business Employee beginning work on the avoidance of doubt, severance payments and benefits) that are job if (i) substantially such Business Employee does not, within ten days of a request made by a Buyer Party prior to Closing, submit to a medical exam (such medical exam to be performed at Parent's cost) (a "Post-Offer Medical Exam") or (ii) a Post-Offer Medical Exam reveals (x) that the same in Business Employee cannot perform the aggregate essential functions of such Business Employee's current job with or without a reasonable accommodation or (y) that the Business Employee would pose a direct and substantial threat to the health and safety of such Business Employee or other employees of the Buyer Parties if such Business Employee continued to perform his or her current job responsibilities; provided, further, that if such Business Employee is currently on a workers' compensation leave and his/her condition is not permanent and stationary, such offer may not be withdrawn. The Buyer Parties shall comply with the Americans with Disabilities Act and all other applicable Legal Requirements in connection with any withdrawal by any Buyer Party of an employment offer to a Business Employee pursuant to this Section 6.03(a). ICO shall be responsible for all Liabilities and obligations owed to Business Employees under any contract, agreement, employee benefits benefit plan, stock option plan, bonus plan, incentive plan or similar arrangement of any Seller Company; provided, however, that the Buyer Parties shall be responsible for all severance payments to which such Continuing Employee was entitled Business Employees (other than Business Employees who are not employed by a Seller Company immediately prior to the Company Merger Effective Time, Closing) (i) who are not offered employment with the Buyer Parties in accordance with the first sentence of this Section 6.03(a) or (ii) substantially whose employment offer from the same in the aggregate Buyer Parties is withdrawn for reasons other than (A) such Business Employee not submitting to the compensation and employee benefits provided to similarlya Post-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time Offer Medical Exam or (ivB) a combination Post-Offer Medical Exam revealing that such Business Employee has silicosis, asbestosis or another respiratory-related affliction or is not capable of the foregoing. For the avoidance of doubt, nothing wearing a respirator if required in this Section 6.9(b) shall prevent Ohm connection with his or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaher normal work duties.

Employee Matters. (a) The Parties agree thatFrom and after the Effective Time, prior to Parent shall, and shall cause the ClosingSurviving Entity or any employing Subsidiary to, provide any person employed by the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm Company or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees as of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, day immediately prior to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation PeriodAffected Employees”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and ) employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same no less favorable in the aggregate to than those provided by the compensation Company (with the exception of the Company ESPP and employee benefits to which such Continuing Employee was entitled its supplemental executive retirement plans) immediately prior to the Company Merger Effective Time or, in the sole discretion of Parent, those provided by Parent or its Subsidiaries to similarly situated employees of Parent or its applicable Subsidiary. From and after the Effective Time, (ii) substantially the same in the aggregate with respect to the compensation year ended December 31, 2011, Affected Employees shall be eligible to participate in such annual bonus plans as are sponsored by Parent or its Subsidiaries for similarly situated employees of Parent or the applicable Subsidiary and employee benefits provided shall have a bonus opportunity under such plan that is no less than that of similarly situated employees of Parent or the applicable Subsidiary who are eligible to similarly-situated Continuing participate in such plan but only with respect to the portion of the calendar year in which such Affected Employees employed by Ohm are employees of Parent or its Subsidiaries. From and after the Effective Time, the Affected Employees who are working for the Company or any of its Subsidiaries immediately prior in the United States will continue to be considered to be employees at will pursuant to the applicable employment at-will laws or doctrines, subject to any express written agreement to the contrary with such employee, and the Affected Employees who are working for the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries outside the United States will remain on his or her terms of employment in place immediately prior to the Company Merger Effective Time. For the sake of clarity, Parent or its Subsidiaries shall have no obligation to continue to employ or engage the Affected Employees following the Effective Time other than obligations in accordance with Applicable Law or collective bargaining contracts. From and after the Effective Time, (iii) substantially Parent shall honor, and shall cause the same in the aggregate Surviving Entity to the honor, each compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any benefit arrangement listed in Section 5.12(a) of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any Disclosure Schedule and to perform the obligations of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoingthereunder. For the avoidance of doubt, nothing in this Section 6.9(b) Agreement shall prevent Ohm or be considered a contract between Parent and its Subsidiaries and any of its Subsidiaries from converting the method of payment for Affected Employees or consideration for, or inducement with respect to, any Continuing Employee from salaried to an hourly basis or vice versasuch employee’s continued employment.

Employee Matters. (a) The Parties agree thatAll individuals employed by, prior or on an authorized leave of absence from, Yadkin or Vantage or any of their respective Subsidiaries immediately before the Effective Time (collectively, the “Covered Employees”) shall automatically become employees of the Surviving Corporation and its affiliates as of the Effective Time. Immediately following the Effective Time, the Surviving Corporation shall, or shall cause its applicable Subsidiaries to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the Closing, aggregate rates of base salary or hourly wage and the Parties shall cooperate in reviewing, evaluating aggregate employee benefits and analyzing annual bonus opportunities provided to such Covered Employees under the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Yadkin Benefit Plans or maintaining appropriate Ohm Vantage Benefit Plans Plans, as applicable, as in effect immediately before the Effective Time; provided, however, that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular Yadkin Benefit Plan or Firefly Vantage Benefit Plans Plan, (in either caseii) give any third party any right to enforce the provisions of this Section 7.5, (iii) limit the “New Plans”) with respect to each employee right of Ohm the Surviving Corporation or any of its Subsidiaries (following to terminate the Closing, including, for the avoidance employment of doubt, employees of any Covered Employee at any time or require the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm Corporation or any of its Subsidiaries immediately prior to the Company Merger Effective Time if provide any such Continuing Employee was employed by Firefly employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any of its Subsidiaries immediately prior to the Company Merger Effective Timeperiod following any such termination, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubtobligate Yadkin, nothing in this Section 6.9(b) shall prevent Ohm Vantage or any of its their respective Subsidiaries from converting to (A) maintain any particular Yadkin Benefit Plan or Vantage Benefit Plans, as applicable, or (B) retain the method employment of payment for any Continuing Employee from salaried to an hourly basis or vice versaparticular Covered Employee.

Employee Matters. (a) The Parties agree thatSubject to any applicable Labor Agreements and except as otherwise set forth in this Section 5.08(a), prior to for a period of not less than one year following the ClosingEffective Time, Parent shall, and shall cause the Parties shall cooperate in reviewingSurviving Corporation to, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to provide each individual who was an employee of Ohm the Company or any of its Subsidiaries immediately prior to the Effective Time (following each, a “Continuing Employee”) with (i) a base salary that is no less favorable than such Continuing Employee’s base salary as in effect immediately prior to the ClosingEffective Time, including(ii) severance benefits that are no less favorable than those that would have been provided to such Continuing Employee under the applicable severance benefit plans, for the avoidance of doubtprograms, employees policies, agreements and arrangements listed in Section 5.08(a) of the Company Disclosure Letter and (iii) employee benefit plans and arrangements (other than base salary, bonus, commissions, annual incentives and severance benefits) that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time. Notwithstanding the foregoing, on or as soon as practicable after the Effective Time, the Surviving Corporation, LLC Sub Corporation shall or shall cause any of its Subsidiaries) (collectivelySubsidiaries to pay each Continuing Employee an amount in respect of such Continuing Employee’s annual bonus, “Continuing Employees”), commission or incentive plan award for the plan year in which New Plans will, to the extent permitted by Closing occurs; provided that the amount of such payment shall be based upon performance achieved from the commencement of the applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following performance period through the Company Merger Effective Time, not discriminate between employees who were covered as determined by Ohm Benefit Plans, on the one handCompany in its sole discretion prior to the Closing Date, and those covered shall be prorated to reflect the number of days elapsed from the commencement of the applicable performance period through the Closing Date. Following the Effective Time, each Continuing Employee who participates in an annual bonus, commission or incentive plan of the Company immediately prior to the Effective Time shall be entitled to participate in an annual bonus, commission or incentive plan of Parent and/or its relevant Subsidiary(ies) on a basis substantially comparable to similarly situated employees of Parent and/or its relevant Subsidiary(ies) and shall be eligible to receive an annual bonus, commission or incentive plan award for the plan year in which the Closing occurs, in each case in an amount to be determined by Firefly Benefit Plans, on Parent or its applicable Subsidiary in accordance with the other handterms of such plan; provided that the amount of such payment shall be prorated to reflect the number of days elapsed following the Closing Date through the conclusion of the applicable performance period. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits described in the immediately preceding sentence shall be eligible to receive one or more additional payments in an aggregate amount equal to the shortfall, if any, between (1) the aggregate amount of the annual bonus, commission or incentive plan award or awards such Continuing Employee actually received or is owed under the annual bonus, commission or incentive plan of Parent or a Subsidiary of Parent with respect to the period from the Effective Time through December 31, 2018 (including, for the avoidance of doubt, severance payments the period from the Effective Time through December 31, 2017 if the Effective Time occurs during 2017) and benefits(2) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which annual bonus, commission or incentive plan award or awards such Continuing Employee was entitled would have received for such period or periods based on such Continuing Employee’s target annual bonus, commission or incentive plan opportunity and base salary as in effect immediately prior to the Company Merger Effective TimeTime (such shortfall, the applicable Continuing Employee’s “Aggregate True-Up Amount”); provided that (iiA) substantially the same in the aggregate portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time 2017 performance period (if any) shall be paid as soon as practicable following December 31, 2017, so long as such Continuing Employee was remains employed by Firefly Parent or any a Subsidiary of its Subsidiaries immediately prior Parent through such payment date, and (B) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the Company Merger Effective Time2018 performance period shall be paid as soon as practicable following December 31, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if 2018, so long as such Continuing Employee was remains employed by Ohm Parent or any a Subsidiary of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of Parent through such payment for any Continuing Employee from salaried to an hourly basis or vice versadate.

Employee Matters. (a) The Parties agree thatUntil December 31, prior to the Closing2019 (or, the Parties shall cooperate in reviewingif earlier, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”an applicable Continuing Employee’s termination date) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm Parent shall, or and shall cause the applicable Subsidiary Surviving Entity or LLC Sub to, provide to the employees of Ohm, including Firefly Parent and its SubsidiariesSubsidiaries who remain as employees of Parent and its Subsidiaries following the Effective Time (each, to provide each a “Continuing Employee Employee”), compensation and employee benefits (includingexcluding any defined benefit pension, equity or equity-based, deferred compensation or post-termination or retiree health or welfare benefits) in a manner that neither favors nor disfavors such individual, in whole or in part, on the basis of whether such individual was an employee of Parent or any of its Subsidiaries, on the one hand, or the Company or any of its Subsidiaries on the other hand, immediately prior to the Effective Time; provided, however, that this Section 6.13 shall be deemed satisfied in the event Parent should for the avoidance of doubtContinuation Period, severance payments either (i) provide compensation and employee benefits (excluding any defined benefit pension, equity or equity-based, deferred compensation or post-termination or retiree health or welfare benefits) that are (i) substantially the same comparable in the aggregate to the compensation and employee benefits (excluding any defined benefit pension, equity or equity-based, deferred compensation or post-termination or retiree health or welfare benefits) to which such the Continuing Employee was Employees were entitled immediately prior to the Company Merger Effective Time, Time or (ii) substantially the same in the aggregate to the provide compensation and employee benefits provided (excluding any defined benefit pension, deferred compensation or post-termination or retiree health or welfare benefits) to similarly-situated the Continuing Employees at the same level as applies to similarly situated individuals employed by Ohm or any of the Company its Subsidiaries immediately prior to the Effective Time. Nothing herein shall limit the right of Parent or the employing Parent Subsidiary (including the Company Merger Effective Time if such and its Subsidiaries) to terminate the employment of any Continuing Employee was at any time. During the Continuation Period, Parent will continue to maintain the Parent Severance Plan or a more favorable severance plan for the benefit of Continuing Employees, and Parent shall ensure the ongoing eligibility of any Continuing Employee who is employed by Firefly or any Parent as of its Subsidiaries immediately prior to December 31, 2019 and who, as of the Company Merger Effective Time, (iii) substantially the same in the aggregate was eligible to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if receive a payment under such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubtplan based on continued service through December 31, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa2019.

Employee Matters. (a) The Parties agree thatWith respect to each Company Employee whose employment continues after the Closing (each, a “Continuing Employee”), Buyer shall, and shall cause the Company and its Subsidiaries to, provide to the Continuing Employee, while the Continuing Employee is employed by the Company or one of its Subsidiaries, for a period of at least one (1) year following the Closing Date with (i) an annual base salary or wage rate that is no less favorable than that provided to each such Continuing Employee immediately prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with (ii) a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans target annual cash incentive opportunity (in either case, the “New Plans”excluding specific performance goals) with respect that is no less favorable than that provided to each such Continuing Employee immediately prior to the Closing and (iii) employee benefits that are substantially comparable in the aggregate to those provided to each such Continuing Employee immediately prior to the Closing or to similarly situated employees of Ohm Buyer and its Affiliates (other than the Company and its Subsidiaries), excluding equity or equity-based arrangements, severance benefits (except as described on Schedule 6.8(a)), change in control, retention (except as described on Schedule 6.8(a)) or similar benefits, nonqualified deferred compensation arrangements, retiree medical and welfare benefits, defined benefit pension plans and specific performance goals for any cash incentive compensation. Nothing in this Section 6.8(a) shall limit Buyer’s ability to terminate any Continuing Employee at any time after the Closing. Notwithstanding the foregoing, Buyer shall not, and it shall cause the Company and its Subsidiaries not to, take any action which would reasonably be expected to subject any Seller or any of its Subsidiaries Affiliates to any liability under WARN. On the Closing Date, Seller shall notify Buyer in writing of any “employment loss” (following as defined in WARN) experienced by any employee during the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) ninety (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a 90)-day period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate Closing Date that would reasonably be expected to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or be aggregated under WARN with any termination of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versathat occurs following the Closing Date.

Employee Matters. (a) The Parties agree thatSchedule 8.1.16(a) lists (and identifies the sponsor of) each "Employee Pension Benefit Plan," as that term is defined in Section 3(2) of ERISA, prior each "Employee Welfare Benefit Plan," as that term is defined in Section 3(1) of ERISA (such plans being hereinafter referred to collectively as the Closing"ERISA Plans"), and each other retirement, pension, profit-sharing, money purchase, deferred compensation, incentive compensation, bonus, stock option, stock purchase, severance pay, unemployment benefit, vacation pay, savings, medical, dental, post-retirement medical, accident, disability, weekly income, salary continuation, health, life or other insurance, fringe benefit, or other employee benefit plan, program, agreement, or arrangement maintained or contributed to by Seller or its Affiliates in respect of or for the Parties shall cooperate benefit of any Transferred Employee or former employee of Seller, excluding any such plan, program, agreement, or arrangement maintained or contributed to solely in reviewingrespect of or for the benefit of Transferred Employees or former employees employed or formerly employed by Seller outside of the United States, evaluating as of the date hereof (collectively, together with the ERISA Plans, referred to hereinafter as the "Plans"). Schedule 8.1.16(a) also includes a list of each written employment, severance, termination or similar-type agreement between Seller and analyzing its Affiliates and any Transferred Employee (the Ohm Benefit "Employment Agreements"). Seller has delivered to Buyer accurate and complete copies of all Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans Employment Agreements (or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (representative samples in either casethe case of form agreements) and, the “New Plans”) if applicable, summary plan descriptions with respect to each employee such Plans and Employment Agreements and summary descriptions of Ohm any such Plan or any of its Subsidiaries (following Employment Agreement that is not otherwise in writing. Except for retention bonuses paid in connection with the Closing, including, for the avoidance of doubt, employees closing of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”transactions contemplated by this Agreement and except as otherwise disclosed on Schedule 8.1.16(a), which New Plans will, to the extent permitted by applicable Law, execution and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence delivery of this Section 6.9(b)Agreement by Seller and the performance of this Agreement by Seller will not directly result now or at any time in the future in the payment to any Transferred Employee of any severance, Ohm shalltermination, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, similar-type payments or benefits being paid to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaTransferred Employee.

Employee Matters. Section 2.17 of the Schedule of Exceptions sets forth an accurate list of any material compensation or benefit plan or agreement (a) The Parties agree thatincluding any employee benefit plan, prior program, policy, agreement or contract providing benefits to the Closingany current or former employee, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans officer or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee director of Ohm it or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted beneficiary or dependent thereof that is sponsored or maintained by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm it or any of its Subsidiaries immediately prior or to the Company Merger Effective Time if such Continuing Employee was employed by Firefly which it or any of its Subsidiaries immediately prior contributes or is obligated to contribute (other than government-based plans), including any “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA, any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA), all employment or severance agreements, and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, change of control or fringe benefit plans, programs or policies (any of the foregoing a “Benefit Plan”) of the Company and its Subsidiaries. There do not now exist, and to the Company’s knowledge, there are no existing circumstances that could reasonably be expected to result in, any liabilities (a) under Title IV of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), (b) under Section 302 of ERISA, (c) under Sections 412 and 4971 of the Code, (d) for violation of the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or the group health requirements of Sections 9801 et seq. of the Code and Sections 701 et seq. of ERISA, and (e) under corresponding or similar provisions of foreign laws or regulations (any such liability a “Controlled Group Liability”) to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior except for those that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Company. No Benefit Plan maintained or contributed to by the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior or to which the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting is required to contribute (any such plan a “Company’s Benefit Plan”) is a “multiemployer plan” within the method meaning of payment for any Continuing Employee from salaried to an hourly basis or vice versa.Section 4001(a)(3)

Employee Matters. (a) The Parties agree thatFor a period beginning at the Effective Time (or, for individuals who are not actively employed as of immediately prior to the ClosingEffective Time due to disability or other approved leave, the Parties shall cooperate in reviewing, evaluating date such individual presents for active employment) and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, ending on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (1) year anniversary thereof (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shallParent shall provide, or shall cause its applicable Subsidiaries to provide, each individual who continues to be employed by the applicable Subsidiary Company or any of Ohm, its Affiliates (including Firefly Parent and any of its Subsidiaries) following the Effective Time (each, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefitsa “Company Employee”) that are with (i) substantially base salary, wages and target annual or quarterly cash incentive opportunities that are each no less favorable than the same in base salary, wages and target annual or quarterly cash incentive opportunities provided to such Company Employee by the aggregate to the compensation Company and employee benefits to which such Continuing Employee was entitled any of its Subsidiaries immediately prior to the Company Merger Effective Time, (ii) long-term incentive opportunities for Company Employees who were eligible for a long-term incentive opportunity under a Company Plan immediately prior to the Effective Time, (iii) employee benefits (other than long-term incentive opportunities) that are substantially the same comparable in the aggregate to the compensation and employee benefits those provided to similarly-similarly situated Continuing Employees employed employees of Parent and its Subsidiaries (other than the Company and any of its Subsidiaries) from time to time, and (iv) severance benefits determined using a formula that is no less favorable than the greater of (A) the severance formula applicable to such Company Employee by Ohm the Company or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly and (B) the severance formula applicable to similarly situated employee of Parent and its Subsidiaries. For a period beginning at the Effective Time and ending on December 31, 2019, Parent shall, or any its applicable Subsidiaries shall, ensure that the premium cost for Company Employees in the aggregate of its Subsidiaries Company sponsored medical, dental and vision coverage is not materially greater than the premium cost for Company Employees in the aggregate of employer-sponsored medical, dental and vision immediately prior to the Company Merger Effective Time. Prior to the Effective Time, (iii) substantially the same in the aggregate to the compensation Company shall, and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any shall cause all of its Subsidiaries Affiliates to, adopt such resolutions and amendments, and use commercially reasonable efforts to take all such other actions as may be required or desirable, to provide that each Company Plan and any other employee benefit plan, program, policy or arrangement (other than any Foreign Plans and except as provided in Section 5.10(b)) shall terminate effective as of immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any and in each case, conditioned upon the Closing; provided, however, that, notwithstanding the foregoing, the Company shall, irrevocably take all actions required to terminate and liquidate The Navigators Group, Inc. Non-Qualified Deferred Compensation Plan in accordance with the terms of its Subsidiaries the Plan and the provisions of Treas. Reg. § 1.409A-3(j)(4)(ix) immediately prior to the Company Merger Effective Time or (iv) a combination and to terminate each Qualified Plan effective as of the foregoing. For day immediately prior to the avoidance of doubtClosing Date, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting each case conditioned upon the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaClosing.

Employee Matters. (a) The Parties agree thatExcept as provided in this Section 7.3, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period beginning on the Closing Date and continuing thereafter until the end of 12 months following the Company Merger Effective Time calendar year 2018 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and subject its Subsidiaries to provide, Employees as of immediately prior to the last sentence Effective Time who continue employment with Parent or any of this its Subsidiaries, including the Surviving Corporation, at or following the Closing (the “Continuing Employees”) with employee benefits (excluding compensation and equity-based compensation) that are (i) with respect to employee benefits that were elected for the Continuation Period during the Company’s annual enrollment period recently ended, the same as those in effect for such Continuing Employees immediately prior to the Closing, and (ii) with respect to employee benefits that were not elected for the Continuation Period during the Company’s annual enrollment period recently ended, comparable in the aggregate to those in effect for such Continuing Employees immediately prior to the Closing; provided that until the one year anniversary of the Closing Date, Parent and the Surviving Corporation shall keep in effect all severance plans, practices and policies that are applicable to employees of the Company and its Subsidiaries as of the date hereof and set forth on Section 6.9(b)7.3(a) of the Company Disclosure Letter. During the Continuation Period, Ohm Parent shall, or shall cause the applicable Subsidiary of Ohm, including Firefly Surviving Corporation and its SubsidiariesSubsidiaries to, to provide each the Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially Employees coverage under the same Company Plans set forth in Section 7.3(a) of the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled Company Disclosure Letter as were in effect immediately prior to the Closing Date. Except as set forth in Section 7.3(a) of the Company Merger Effective TimeDisclosure Letter, nothing herein shall be deemed to limit the right of Parent or any of their respective Affiliates to (i) terminate the employment of any Continuing Employee at any time, (ii) substantially change or modify the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm terms or any conditions of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment employment for any Continuing Employee from salaried to an hourly basis the extent such change is not inconsistent with the provisions of this Section 7.3 or vice versa(iii) change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the requirements of this Section 7.3.

Employee Matters. (a) The Parties agree thatFrom and after the Effective Time, Parent and the Surviving Corporation shall assume all Collective Bargaining Agreements. For a period of one year following the Effective Time, Parent shall provide, or shall cause to be provided, to each active employee (as hereinafter defined) of the Company and its Subsidiaries as of immediately prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation PeriodCompany Employees”)): (i) salary, wage and subject bonus opportunity that is no less favorable than the salary, wage and bonus opportunity that was provided to the last sentence similarly-situated employees of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly Parent and its Subsidiaries, to provide each Continuing Employee compensation (ii) employee retirement, welfare and employee other benefits (including, for the avoidance of doubt, severance payments and benefits) that are no less favorable than the employee retirement, welfare and other benefits provided to similarly situated employees of Parent and its Subsidiaries; and (iii) severance benefits no less favorable than the severance benefits that are provided to similarly-situated employees of Parent and its Subsidiaries (taking into account such Company Employee’s service as required pursuant to Section 6.5(a) below); however, to the extent the terms of any Collective Bargaining Agreement provide different obligations, the Collective Bargaining Agreement terms control. For purposes of this Agreement, an “active employee” is any employee who (i) substantially continues in employment with the same in Parent Entities and the aggregate to Surviving Corporation following the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially is actively at work as of the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially is not actively at work due to a short-term absence of less than one month’s duration, whether paid or unpaid, in compliance with the same in applicable Company vacation policy, or a long-term absence covered under a long-term disability Company Plan, provided such individual returns to work within six months following the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time Time, or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaemployee who is not actively at work and is receiving workers’ compensation payments as required by Law.

Employee Matters. (a) The Parties agree that, prior From the Effective Time through such later date as Fifth Third deems reasonably practicable (such date being referred to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, herein as the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing EmployeesBenefits Transition Date”), which New Plans will, to Fifth Third shall provide the extent permitted by applicable Law, employees of First National Bankshares and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following its Subsidiaries as of the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation PeriodCovered Employees”)) with employee benefits and compensation plans, programs and subject arrangements that are substantially similar, in the aggregate, to the last sentence of this Section 6.9(b)employee benefits and compensation plans, Ohm shall, programs and arrangements provided by First National Bankshares or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, as the case may be, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled employees immediately prior to the Company Merger Effective Time. From and after the Benefits Transition Date, Fifth Third shall provide the Covered Employees with employee benefits and compensation plans, programs and arrangements (other than Fifth Third’s defined benefit pension plan, which has been frozen) that are substantially similar, in the aggregate, to those provided to similarly situated employees of Xxxxx Xxxxx and its Subsidiaries. Notwithstanding anything contained herein to the contrary, those employees of First National Bankshares and its Subsidiaries (other than temporary and/or co-operative employees) who do not have an employment, change in control or severance agreement and who are not employed by Fifth Third or who are terminated or voluntarily resign after being notified that, as a condition of employment, such employee must work at a location more than thirty (30) miles from such employee’s former location of employment or that such employee’s salary will be materially decreased, in any case and in both cases, within ninety (90) days after the Effective Time, and who sign and deliver a termination and release agreement in a form substantially similar to one of those attached hereto as Exhibit 6.7(a), shall be entitled to severance pay: (i) in the case of officers of First National Bankshares and all other exempt employees, equal to two (2) weeks of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to (4) weeks pay; and (ii) substantially the same in the aggregate case of all other employees, equal to one (1) week of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to two (2) weeks of pay. For purposes of this Section 6.8, “service” shall include service with subsidiaries of First National Bankshares and service with members of the compensation Affiliated Group of which First National Bankshares was a member prior to January 1, 2004. The severance payment referred to above shall replace the First National Bankshares’ current severance pay plan, if any, and employee benefits provided a new severance pay plan will be in effect but in no event shall there be any duplication of severance pay. First National Bankshares shall cooperate with Fifth Third to similarly-situated Continuing Employees employed by Ohm comply with, and provide notices regarding, the Workers Adjustment and Retraining Act or any of its Subsidiaries immediately prior similar state or local law, including without limitation, providing notices to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation employees and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoinggovernment representatives. For the avoidance of doubt, nothing Nothing contained in this Section 6.9(b) shall prevent Ohm be construed or interpreted to limit or modify in any way Fifth Third’s at will employment policy. In no event shall severance pay or any severance period be taken into account in determining the amount of its Subsidiaries from converting any other benefit (including but not limited to, an individual’s benefit under any pension plan). If, by reason of the method controlling plan document, controlling law or otherwise, severance pay or any severance period is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of payment for any Continuing Employee from salaried the additional benefit determined under other benefit plans attributable to an hourly basis the severance pay or vice versaperiod.

Employee Matters. (a) The Parties agree thatParent may, in its sole discretion, continue any Company Benefit Plan or employee policy or program in effect immediately prior to the ClosingEffective Time (each a “Pre-Merger Plan”), including a 401(k) plan or medical plan, for any period of time after the Parties Effective Time for the benefit of any Company Employees. To the extent Parent does not continue a Pre-Merger Plan applicable to a Company Employee, such Company Employee shall cooperate be eligible, subject to the provisions herein, to participate in reviewingany corresponding Benefit Plan maintained by Parent providing benefits to any Company Employee after the Effective Time (the “Post-Merger Plans”) to the extent such Post-Merger Plan replaces similar coverage under such Pre-Merger Plan. To the extent permitted under such Post-Merger Plans, evaluating Parent will, or will cause its Subsidiaries to, give Company Employees full credit under any such Post-Merger Plan for their years of service with the Company or any Company Subsidiary to the same extent recognized by the Company or such Company Subsidiary under the corresponding Pre-Merger Plan immediately prior to the Effective Time for purposes of eligibility and analyzing vesting (excluding vesting in equity based awards, eligibility for post-employment welfare benefits and benefit accruals). The value of the Ohm Benefit Plans compensation and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit benefits provided under the Pre-Merger Plans or maintaining appropriate Ohm Benefit Plans or Firefly the Post-Merger Plans, as applicable in accordance with the foregoing, to Company Employees, taken as a whole, after the Effective Time through December 31, 2009, shall be substantially similar to the value of the compensation and benefits provided under the Company Benefit Plans (determined without regard to awards under the Company Incentive Plans) to the Company Employees, taken as a whole, immediately prior to the Effective time, as determined by Parent in either casegood faith after taking into account all facts and circumstances. In addition, and without limiting the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees generality of the Surviving Corporationforegoing: (i) each Company Employee shall be immediately eligible to participate, LLC Sub or without any of its Subsidiaries) (collectivelywaiting time, “Continuing Employees”)in any and all Post-Merger Plans to the extent coverage under such Post-Merger Plan replaces coverage under any Pre-Merger Plan; provided, which New Plans willhowever, to the extent such Company Employee is not covered by a Pre-Merger Plan immediately prior to the Effective Time due to failure to satisfy the applicable waiting period, such Company Employee shall be subject to the waiting time applicable to a Parent employee with respect to the corresponding Post-Merger Plan that replaces such Pre-Merger Plan (giving full service credit for service by such Company Employee with the Company in satisfying such waiting time); provided further, to the extent a Company Employee is covered by a Pre-Merger Plan but does not satisfy the service requirements for the corresponding Post-Merger Plan, the Post-Merger Plan may allow such Company Employee to participate in such Post-Merger Plan to the extent permitted under such Post-Merger Plan, as determined in good faith by Parent, or Parent shall continue the Pre-Merger Plan for such Company Employee or otherwise provide comparable substitute coverage; and (ii) for purposes of each Post-Merger Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such Post-Merger Plan to be waived for such employee and his or her covered dependents to the extent such exclusions and requirements did not apply to such individual under the corresponding Pre-Merger Plan and to the extent permitted under the Post-Merger Plans or otherwise required by applicable Law, and among other things, (i) treat similarlyParent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Pre-situated employees Merger Plan ending on a substantially equivalent basis, taking the date such employee’s participation in the corresponding Post-Merger Plan begins to be taken into account under such Post-Merger Plan for purposes of satisfying all relevant factorsdeductible, including dutiescoinsurance 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 Post-Merger Plan. Nothing in this Agreement shall constitute an amendment to, geographic locationor be construed as amending, tenureany Benefit Plan sponsored, qualifications and abilitiesmaintained or contributed to by the Company, and Parent or any of their respective Subsidiaries. No Company Employee or any other Person (iiother than the parties to this Agreement) following is intended to be a beneficiary of the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence provisions of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa5.14.

Employee Matters. (a) The Parties agree thatEdge has heretofore furnished to Parent a listing of all current employees of Edge and its subsidiaries, including each employee’s (i) name, (ii) title, position or job description, (iii) current salary or hourly rate, (iv) the location where such employee generally performs services for Edge or an Edge subsidiary, and (v) the date such employee was employed by Edge or an Edge subsidiary (collectively, the “Eligible Employees”). Parent shall have the right to contact the Eligible Employees to discuss their continued employment following the Closing and Parent’s employee policies and procedures, which include pre-employment drug testing. As soon as reasonably practicable following the execution of this Agreement, but in no event less than ten (10) business days prior to the Closing, the Parties Parent shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans notify Edge of each Eligible Employee whose employment with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub Entity (or any of its Subsidiarieswith Parent or a Parent subsidiary) will be continued beyond the Closing (collectively, each a “Continuing EmployeesEmployee”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly. Although Continuing Employees will be employed on an at-situated employees on a substantially equivalent will basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following at least one year beginning on the Company Merger Effective Time Closing Date, Parent shall cause each Continuing Employee: (i) to continue in the “Continuation Period”), employ of Surviving Entity or by Parent or a Parent subsidiary in substantially the same position with similar job responsibilities as such employee’s current position with Edge or an Edge subsidiary (subject to such employee’s desire to continue in such position during such period and subject to the last sentence satisfactory performance by such employee of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiarieshis/her assigned duties, to provide each the same extent required of Parent’s and Parent’s subsidiaries’ similarly situated employees); (ii) to receive salary of not less than such Continuing Employee compensation Employee’s current salary from Edge or an Edge subsidiary; and employee (iii) to receive the same benefits (including, for the avoidance of doubt, severance payments and benefitsincluding annual bonuses) that are (i) on substantially the same basis as that provided by Parent and Parent’s subsidiaries to its similarly situated employees; provided, that this sentence shall not affect any severance agreement between Edge or an Edge subsidiary and an employee of Edge or such subsidiary. This Section 5.9 shall not be construed to limit the ability of Parent and the Surviving Entity to terminate any such at-will employees at any time and Parent and the Surviving Entity shall have no obligations to continue employing such Continuing Employees for any length of time thereafter except as required by law or pursuant to any agreements, including severance agreements, disclosed on Section 2.11 of the Edge Schedule or in the aggregate to Edge SEC Reports (collectively, the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa“Employment Agreements”).

Employee Matters. (a) The Parties agree thatSubject to any applicable Labor Agreements and except as otherwise set forth in this Section 5.08(a), prior to for a period of not less than one year following the ClosingEffective Time, Parent shall, and shall cause the Parties shall cooperate in reviewingSurviving Corporation to, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to provide each individual who was an employee of Ohm the Company or any of its Subsidiaries immediately prior to the Effective Time (following each, a “Continuing Employee”) with (i) a base salary that is no less favorable than such Continuing Employee’s base salary as in effect immediately prior to the ClosingEffective Time, including(ii) severance benefits that are no less favorable than those that would have been provided to such Continuing Employee under the applicable severance benefit plans, for the avoidance of doubtprograms, employees policies, agreements and arrangements listed in Section 5.08(a) of the Company Disclosure Letter and (iii) employee benefit plans and arrangements (other than base salary, bonus, commissions, annual incentives and severance benefits) that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time. Notwithstanding the foregoing, on or as soon as practicable after the Effective Time, the Surviving Corporation, LLC Sub Corporation shall or shall cause any of its Subsidiaries) (collectivelySubsidiaries to pay each Continuing Employee an amount in respect of such Continuing Employee’s annual bonus, “Continuing Employees”), commission or incentive plan award for the plan year in which New Plans will, to the extent permitted by Closing occurs; provided that the amount of such payment shall be based upon performance achieved from the commencement of the applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following performance period through the Company Merger Effective Time, not discriminate between employees who were covered as determined by Ohm Benefit Plans, on the one handCompany in its sole discretion prior to the Closing Date, and those covered shall be prorated to reflect the number of days elapsed from the commencement of the applicable performance period through the Closing Date. Following the Effective Time, each Continuing Employee who participates in an annual bonus, commission or incentive plan of the Company immediately prior to the Effective Time shall be entitled to participate in an annual bonus, commission or incentive plan of Parent and/or its relevant Subsidiary(ies) on a basis substantially comparable to similarly situated employees of Parent and/or its relevant Subsidiary(ies) and shall be eligible to receive an annual bonus, commission or incentive plan award for the plan year in which the Closing occurs, in each case in an amount to be determined by Firefly Benefit Plans, on Parent or its applicable Subsidiary in accordance with the other handterms of such plan; provided that the amount of such payment shall be prorated to reflect the number of days elapsed following the Closing Date through the conclusion of the applicable performance period. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits described in the immediately preceding sentence shall be eligible to receive one or more additional payments in an aggregate amount equal to the shortfall, if any, between (1) the aggregate amount of the annual bonus, commission or incentive plan award or awards such Continuing Employee actually received or is owed under the annual bonus, commission or incentive plan of Parent or a Subsidiary of Parent with respect to the period from the Effective Time through December 31, 2018 (including, for the avoidance of doubt, severance payments the period from the Effective Time through December 31, 2017 if the Effective Time occurs during 2017) and benefits(2) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which annual bonus, commission or incentive plan award or awards such Continuing Employee was entitled would have received for such period or periods based on such Continuing Employee’s target annual bonus, commission or incentive plan opportunity and base salary as in effect immediately prior to the Company Merger Effective TimeTime (such shortfall, the applicable Continuing Employee’s “Aggregate True-Up Amount”); provided that (iiA) substantially the same in the aggregate portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the compensation and employee benefits provided to similarly-situated 2017 performance period (if any) shall be paid as soon as practicable following December 31, 2017, so long as such Continuing Employees Employee remains employed by Ohm Parent or a Subsidiary of Parent through such payment date, and (B) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2018 performance period shall be paid as soon as practicable following December 31, 2018, so long as such Continuing Employee remains employed by Parent or a Subsidiary of Parent through such payment date. 43 (b) Parent hereby acknowledges that the consummation of the Transactions constitutes a “change in control” or “change of control” (or a term of similar import) for purposes of the Company Plans listed in Section 5.08(b) of the Company Disclosure Letter. (c) With respect to all employee benefit plans of Parent, the Surviving Corporation or any of their Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting, benefit accruals and early retirement subsidies, each Continuing Employee’s service with the Company or any of its Subsidiaries immediately prior (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer was recognized by the Company Merger Effective Time if or such Continuing Employee was employed by Firefly Subsidiary) shall be treated as service with the Surviving Corporation or any of its Subsidiaries immediately prior (or in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns); provided, however, that such service need not be recognized (i) to the Company Merger Effective Timeextent that such recognition would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan or (iii) substantially for purposes of any plan, program or arrangement (other than as necessary to comply with Section 5.08(a)(ii) of this Agreement) (x) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. (d) Without limiting the same in generality of Section 5.08(a), Parent shall, or shall cause the aggregate Surviving Corporation to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly Surviving Corporation or any of its Subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Plan immediately prior to the Company Merger Effective Time. Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time if occurs for purposes of satisfying such Continuing Employee was employed by Ohm year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. 44 (e) Nothing in this Agreement shall be construed as requiring the Parent or any of its Subsidiaries immediately prior (including the Surviving Corporation) to retain the employment of any particular employee of the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting following the method Effective Time. The provisions of payment this Section 5.08 are solely for the benefit of the parties to this Agreement, and no provision of this Section 5.08 is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise and, except as otherwise explicitly provided for in this Agreement, no current or former director, employee, consultant or any other individual associated therewith shall be regarded for any Continuing Employee from salaried purpose as a third party beneficiary of this Agreement or have the right to an hourly basis or vice versaenforce the provisions hereof. SECTION 5.09.

Employee Matters. (a) The Parties agree that, prior Prior to the ClosingClosing Date, the Parties shall cooperate Parent, in reviewingits sole discretion, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans may offer some or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, all individuals who were employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Timedate of this Agreement employment as regular “at will” employees or transitional “at will” employees of Parent or a subsidiary of Parent (including the Surviving Company). Such “at-will” employment arrangements will (i) be set forth in offer letters in keeping with Parent’s customary practice for similarly situated employees (each, an “Offer Letter”) or a transitional services agreement (each a ‘Transitional Services Agreement”) which shall be in substantially the forms attached as Exhibit E and Exhibit F, respectively, (ii) substantially provide to each such employee base salary that is no less favorable than the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries employee’s base salary immediately prior to the Company Merger Effective Time if date of this Agreement and benefits that are no less favorable in the aggregate than the benefits provided to a similarly situated employee of Parent, and (iii) supersede any prior employment agreements and other arrangements with each such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, noncompetition and assignment of inventions agreements). Each employee of the Company Merger Effective Timewho executes and delivers his or her acceptance of an Offer Letter or Transitional Services Agreement and associated new hire documents and agreements within the reasonable deadline set by the Offer Letter or Transitional Services Agreement, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately which shall be prior to the Closing Date, and becomes an employee of Parent or a subsidiary of Parent (including the Surviving Company) shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Merger Effective Time if such employee, shall be deemed to be a third party beneficiary of this Agreement. Parent shall amend its qualified employee benefit plans to provide past service credit for purposes of eligibility and vesting for services performed by a Continuing Employee was employed by Ohm to the Company or any Affiliate of its Subsidiaries immediately the Company, shall waive any waiting period for the provision of health and welfare benefits to a Continuing Employee, and shall provide credit toward the deductible and out-of-pocket maximum of any health or welfare plan maintained by Parent for payments made by a Continuing Employee to a Company Employee Program for health care expenses accrued prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaClosing Date.

Employee Matters. (a) The Parties agree thatPurchaser intends to continue the employment of the Employees after the Closing Date. For a period commencing on the Closing and ending on the one (1)-year anniversary of the Closing Date (but not beyond the termination of the relevant employee if sooner), Purchaser shall, or shall cause one of its direct or indirect Subsidiaries (including, following the Closing, any Company) to, provide the Employees with (i) employment at a base salary or wage rate and bonus opportunities (other than change in control, retention, equity or equity-based or one-time bonuses) that are, in the aggregate, no less than the base salary or wage rate and bonus opportunities (other than change in control, retention, equity or equity-based or one-time bonuses) as in effect with respect to such Employee immediately prior to the Closing, and (ii) benefits to the Parties Employees that are substantially comparable to the benefits provided to the Employees immediately prior to the Closing; provided, however, that if deemed advisable by Purchaser in response to any global, national or local pandemic or similar event, Purchaser may change the compensation, benefits and/or other terms and/or conditions of employment of any Employee consistent with business needs, and no such action shall cooperate be treated as a breach of this Section 6.7(a). For eligibility, vesting, and benefit accrual purposes under the employee benefit plans of Purchaser and its Affiliates providing benefits to each Company’s Employees after the Closing Date, Purchaser shall use commercially reasonable efforts to credit each Company’s Employees with his or her years of service with the Companies before the Closing Date, to the same extent as such Person was entitled before the Closing Date to such credit under a corresponding Company Benefit Plan; provided, however, that the foregoing shall not apply (i) to the extent such credit would result in reviewinga duplication of benefits, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”ii) with respect to each employee retiree medical, defined benefit pension plans, or for purposes of Ohm qualifying for subsidized early retirement benefits. Except as otherwise set forth in this Section 6.7 or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted as may be specifically required by applicable Law, and among other thingsPurchaser shall not be obligated to require any Company to continue to provide any particular type of employee benefits or compensation to any Employee. To the extent applicable for the plan year in which the Closing occurs, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, Purchaser shall use or shall cause its Affiliates to use commercially reasonable efforts to (a) waive all waiting periods, pre-existing condition exclusions, actively-at-work and evidence of insurability requirements that would otherwise be applicable to an Employee dependent to the same extent as such requirements were no longer applicable Subsidiary of Ohm, including Firefly under a corresponding Company Benefit Plan; and its Subsidiaries, to (b) provide each Continuing Employee compensation and employee benefits (including, his or her eligible dependents with credit for the avoidance of doubt, severance any co-payments or coinsurance and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately deductibles paid prior to the Closing under a Company Merger Effective Time, Benefit Plan (ii) substantially to the same in extent that such credit was given under the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately analogous Company Benefit Plan prior to the Company Merger Effective Time if Closing Date) in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any benefit plan of Purchaser or its Affiliates in which such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoingparticipates. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa.41

Employee Matters. On and after the Closing Date, Parent or an affiliate of Parent shall provide employees of each Acquired Company who continue to be employed by an Acquired Company or by Parent or an Affiliate of Parent on and after the Closing (athe “Continuing Employees”) The Parties agree with base salary, bonus opportunity, severance and benefits which are, in the aggregate, no less favorable in the aggregate as provided by Parent and its Affiliates to similarly situated employees of Parent and its Affiliates (but that are no worse than such Continuing Employees’ existing compensation and benefits and Employee Plans each such employee is entitled or eligible to receive from any Acquired Company as of the Closing Date). Parent further agrees that, from and after the Closing Date, Parent shall and shall cause each Acquired Company and each of its Affiliates to grant all of the Continuing Employees credit for any service with such Acquired Company earned prior to the ClosingClosing Date (i) for eligibility and vesting purposes and (ii) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or that is maintained by Parent or the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm Surviving Corporation or any of its Subsidiaries on or after the Closing Date (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing EmployeesParent Plans”); provided, which New Plans willhowever, that such service shall not be recognized or credited (i) for any purpose under any equity or quasi-equity compensation plan or defined benefit pension maintained by Parent or Parent’s Affiliates, or (ii) to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on that such recognition would result in a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following duplication of benefits provided to the Company Merger Effective Time, Continuing Employee or to the extent that such service was not discriminate between employees who were covered by Ohm Benefit Plans, on recognized under any similar Employee Plan of the one hand, and those covered by Firefly Benefit Plans, on the other handCompany. In addition, the Parties agree that for a period purposes of 12 months following the Company Merger Effective Time each Parent Plan providing medical, dental, pharmaceutical, vision and/or other health benefits to any Continuing Employee, Parent shall use commercially reasonable efforts to (the “Continuation Period”)A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and subject evidence of insurability requirements to the last sentence of this Section 6.9(b), Ohm shall, extent waived or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each satisfied by a Continuing Employee compensation and employee benefits his or her covered dependents under any Employee Plan as of the Closing Date and (includingB) cause any deductible, for co-insurance and covered out-of-pocket expenses paid by any Continuing Employee (or covered dependent thereof) during the avoidance portion of doubt, severance payments and benefits) that are (i) substantially the same plan year in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior participated in an Employee Plan to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable Parent Plan in the applicable plan year. The provisions of this Section 6.04 are for the sole benefit of Parent and the Company Merger Effective Timeand nothing contained herein, express or implied, is intended to confer upon any employee or former employee of any Acquired Company any right to continued or resumed employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any Parent Plan or Employee Plan (iior an undertaking to amend any such plan) substantially the same in the aggregate to the or other compensation and employee benefits plan maintained for or provided to similarly-situated Company employees, including Continuing Employees employed Employees, prior to, on or following the Closing. No provision of this Section 6.04 shall create any rights in any such persons in respect of any benefits that may be provided under any plan or arrangement which may be established by Ohm Parent, or any of its Subsidiaries immediately prior Parent’s Affiliates. Nothing contained herein shall be construed as requiring, and the Company, Parent and their Affiliates shall take no action that would have the effect of requiring, the Company, Parent or their Affiliates to the Company Merger Effective Time if such Continuing continue any specific Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaPlan.

Employee Matters. (a) The Parties agree that, prior to For the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees remainder of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to calendar year that includes the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time and the following calendar year (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, Parent shall provide or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, Surviving Corporation to provide to each Continuing Employee compensation and employee benefits (including, for individual who is employed by the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled Company or any Company Subsidiary immediately prior to the Effective Time (each, a “Continuing Company Merger Effective Time, Employee”) (iii) substantially the same in the aggregate to the compensation annual base salary or base wage and employee benefits cash incentive opportunities that are each no less favorable than those provided to similarly-situated such Continuing Employees employed Company Employee by Ohm the Company or any of its the Company Subsidiaries immediately prior to the Company Merger Effective Time if and (ii) other employee benefits (excluding the value of equity compensation) that are substantially comparable in the aggregate to those provided to such Continuing Company Employee was employed by Firefly the Company or any of its the Company Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially . Continuing Company Employees will be eligible to participate in Parent equity plans following the Effective Time on the same basis as other similarly situated employees of Parent, the Surviving Corporation and their respective affiliates. Following the Continuation Period, the Continuing Company Employees shall be entitled to participate in the aggregate plans of Parent, the Surviving Corporation or their respective affiliates (the “Surviving Corporation Plans”) to the compensation same extent as other similarly situated employees of Parent, the Surviving Corporation and employee benefits provided their respective affiliates. In addition, and without limiting the generality of the foregoing, each Continuing Company Employee shall be immediately eligible to similarly-situated participate, without any waiting time, in any Surviving Corporation Plans providing health or welfare coverage, to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Employees employed by Firefly or any of its Subsidiaries Company Employee participates immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoingTime. For the avoidance of doubt, nothing Nothing in this Section 6.9(b) 6.05 or elsewhere in this Agreement shall prevent Ohm or any of its Subsidiaries from converting the method of payment for be construed to create a right in any Continuing Company Employee from salaried to an hourly basis employment with Parent or vice versathe Surviving Corporation.

Employee Matters. (a) The Parties agree that, From the date of this Agreement until the date that is five days prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time Closing Date (the “Continuation Interview Period”), Parent shall have the right to conduct interviews with respect to all of the Employees. At any time prior to the expiration of the Interview Period, Parent shall, in its sole discretion, determine and inform the Partnership of which Employees Parent will make an offer of employment to effective as of and expressly conditioned upon the completion of the Closing. Any Employee designated to receive an offer of employment from Parent or Parent’s Affiliate shall be deemed an “Offered Employee.” The Parent or Parent’s Affiliate’s offer of employment may be in the form of a Qualified Offer or an Unqualified Offer. Each offer of employment shall be in writing and is expressly subject to an Offered Employee’s satisfaction of Parent’s standard on-boarding process and procedures, including pre-employment drug testing and background check procedures. Parent shall inform the last sentence Partnership promptly of this Section 6.9(bthe identity of any Offered Employee who does not accept the applicable employment offer of Parent or Parent’s Affiliate. Offered Employees who accept an applicable offer of employment from Parent or Parent’s Affiliate and commence employment with the Parent or Parent’s Affiliate on the Closing Date shall be deemed “Continuing Employees.” If an Employee that Parent or Parent’s Affiliate wishes to offer employment is not actively at work five days prior to Closing Date because the Employee is on workers’ compensation, on an approved leave of absence (including an approved leave of absence with a legal or contractual right to reinstatement, military leave, maternity leave, or leave under the Family and Medical Leave Act of 1993) or absent due to disability, illness or other similar circumstance (each, an “Absent Employee”)), Ohm shallParent or Parent’s Affiliate shall make such offer of employment to be effective upon the expiration of the approved leave of absence or the Absent Employee’s other return from workers’ compensation, disability, illness or other similar circumstance, provided that such offer of employment shall remain valid no longer than 90 days following the Closing Date. An Absent Employee who does not return to work after the expiration of an approved leave of absence or otherwise under the preceding sentence shall not be considered a Continuing Employee hereunder and their offer of employment shall be null and void. The Partnership shall cause the applicable Subsidiary of OhmPartnership or its Subsidiary, including Firefly and its Subsidiariesas applicable, to provide each terminate the employment of all of the Employees effective as of and expressly conditioned upon the completion of the Closing. Except as otherwise provided within this Agreement or a Partnership Employee Benefit Plan, if any Offered Employee elects not to become a Continuing Employee compensation and employee benefits (includinga “Retiring Employee”), for none of the avoidance of doubtPartnership, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm Parent or any of its Subsidiaries immediately prior their respective Affiliates shall have any obligation to the Company Merger Effective Time if such Continuing Employee was employed by Firefly pay severance or any of its Subsidiaries immediately prior other benefit to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaRetiring Employee.

Employee Matters. (a) The Parties agree thatFollowing the Closing Date, prior Parent shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are actively employed by Company and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the Closingemployee benefits and compensation opportunities that are generally made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), as applicable; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Parent or its Subsidiaries; provided, further, that until such time as Parent shall cause Covered Employees to participate in the Parties benefit plans and compensation opportunities that are made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall cooperate be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) Parent plans may commence at different times with respect to each Parent plan). (b) To the extent that a Covered Employee becomes eligible to participate in an employee of Ohm benefit plan maintained by Parent or any of its Subsidiaries (following other than Company or its Subsidiaries), Parent shall cause such employee benefit plan to (i) recognize the Closingservice of such Covered Employee with Company or its Subsidiaries (or their predecessor entities) for purposes of eligibility, includingparticipation, for the avoidance vesting and benefit accrual under such employee benefit plan of doubt, employees of the Surviving Corporation, LLC Sub Parent or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the same extent permitted by applicable Lawsuch service was recognized immediately prior to the Effective Time under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that such recognition of service (A) shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service and (B) shall not apply for purposes of (1) any plan, and among other things, (i) treat program or arrangement under which similarly-situated employees on a substantially equivalent basisof Parent and its Subsidiaries do not receive credit for prior service, taking into account all relevant factors(2) "retirement" eligibility under Parent's equity compensation plans and arrangements, including duties(3) eligibility for subsidized post-retirement, geographic location, tenure, qualifications medical or 25 <PAGE> life insurance and abilities(4) grandfathering and/or the level of pay credits under Parent's defined benefit retirement plan or subsidized retiree medical benefits, and (ii) following with respect to any health, dental, vision plan or other welfare of Parent or any of its Subsidiaries (other than Company and its Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, use its reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Parent or Subsidiary plan to be waived with respect to such Covered Employee to the extent such limitation would have been waived or satisfied under the Company Merger Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, not discriminate between employees who were covered and (y) recognize any health, dental or vision expenses incurred by Ohm Benefit Planssuch Covered Employee in the year that includes the Closing Date (or, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In additionif later, the Parties agree that year in which such Covered Employee is first eligible to participate) for a period purposes of 12 months following any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Parent or any of its Subsidiaries. (c) From and after the Company Merger Effective Time (the “Continuation Period”)Time, and subject to the last sentence of this Section 6.9(b), Ohm Parent shall, or shall cause its Subsidiaries to, honor, in accordance with the applicable Subsidiary terms thereof as in effect as of Ohmthe date hereof or as may be amended or terminated after the date hereof with the prior written consent of Parent, including Firefly each employment agreement and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same change in the aggregate to the compensation and employee benefits control agreement to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to is a party and the obligations of Company Merger and its Subsidiaries as of the Effective Time if such Continuing Employee was employed by Firefly under each deferred compensation plan or agreement to which they are a party. (d) Nothing in this Section 6.5 shall be construed to limit the right of Parent or any of its Subsidiaries immediately prior (including, following the Closing Date, Company and its Subsidiaries) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the Company Merger Effective Timeextent such amendment or termination is permitted by the terms of the applicable plan, (iii) substantially nor shall anything in this Section 6.5 be construed to require the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly Parent or any of its Subsidiaries (including, following the Closing Date, Company and its Subsidiaries) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date. (e) Without limiting the generality of Section 9.9, the provisions of this Section 6.5 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose. (f) Prior to the Effective Time, if requested by Parent in writing reasonably in advance of the Effective Time, the Company shall cause the Company employee stock ownership plan ("ESOP"), any or all Company 401(k) plans, any or all Company profit sharing plans and any other qualified plans of the Company to be terminated effective immediately prior to the Effective Time. At the request of Parent, termination of the ESOP will include taking any such action as Parent may reasonably determine to repay each loan thereunder. (g) For purposes of this Agreement, "Company Merger Effective Time if such Continuing Benefit Plans" means each "employee benefit plan" as defined in Section 3(3) of the Employee was employed by Ohm Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA, and each employment, consulting, bonus, incentive or deferred compensation, vacation, stock option or other equity- 26 <PAGE> based, severance, termination, retention, change of control, profit-sharing, fringe benefit or other similar plan, program, agreement or commitment, whether written or unwritten, for the benefit of any employee, former employee, director or former director of Company or any of its Subsidiaries immediately prior entered into, maintained or contributed to the by Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method or to which Company or any of payment for its Subsidiaries is obligated to contribute, or with respect to which Company or any Continuing Employee from salaried of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement) or otherwise providing benefits to an hourly basis any current, former or vice versa.future employee, officer or director of Company or any of its Subsidiaries or to any beneficiary or dependant thereof. 6.6

Employee Matters. (a) The Parties agree thatDuring the period beginning on the Closing Date and ending twelve (12) months thereafter, the Parent: (i) shall not, without the consent of Xxxxx X. Xxxxx (which consent may not be unreasonably withheld, conditioned or delayed), in his capacity as Chief Executive Officer of the Surviving Company, (A) terminate for a reason other than cause the employment of any employee of the Company who continues to be employed by such Surviving Company (each, a “Continuing Employee” and collectively, the “Continuing Employees”), (B) reassign, modify or alter the responsibilities of the Continuing Employees or the reporting relationships or organizational structure among the Continuing Employees, in each case as in effect immediately prior to the ClosingClosing Date, or (C) subcontract or outsource the Parties responsibilities of the Continuing Employees so as to be performed by third parties; (ii) shall cooperate provide, or shall cause the Surviving Company to provide, each Continuing Employee with (A) at least the same salary or hourly wage rate, as provided to such Continuing Employee immediately prior to the Closing Date; provided, however, that the cash value of any incentive compensation opportunities accrued as of the Closing Date, which is estimated in reviewingSchedule 6.08(a), evaluating shall be paid to applicable Company employees at the Closing Date, and analyzing (B) employee benefits that are no less favorable in the Ohm Benefit Plans aggregate than the employee benefits provided under Parent’s employee benefit plans to similarly situated employees. Each Continuing Employee will participate in the Bank’s incentive compensation opportunities on the same terms as similarly situated Bank employees effective as of the Closing Date. Without limiting the generality of the foregoing (and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence consent of this Section 6.9(bXxxxx X. Xxxxx referenced in clause (i)), Ohm shallthe Parent shall provide, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, Surviving Company to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubtprovide, severance payments pay and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versawhose employment is involuntarily terminated during the period beginning on the Closing Date and ending twelve (12) months thereafter on terms and in amounts no less favorable, in the aggregate, as listed in Schedule 6.08.

Employee Matters. (a) The Parties agree that, prior From the Effective Time through such later date as Fifth Third deems reasonably practicable (such date being referred to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, herein as the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing EmployeesBenefits Transition Date”), which New Plans will, to Fifth Third shall provide the extent permitted by applicable Law, employees of First National Bankshares and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following its Subsidiaries as of the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation PeriodCovered Employees”)) with employee benefits and compensation plans, programs and subject arrangements that are substantially similar, in the aggregate, to the last sentence of this Section 6.9(b)employee benefits and compensation plans, Ohm shall, programs and arrangements provided by First National Bankshares or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, as the case may be, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled employees immediately prior to the Company Merger Effective Time. From and after the Benefits Transition Date, Fifth Third shall provide the Covered Employees with employee benefits and compensation plans, programs and arrangements (other than Fifth Third’s defined benefit pension plan, which has been frozen) that are substantially similar, in the aggregate, to those provided to similarly situated employees of Fifth Third and its Subsidiaries. Notwithstanding anything contained herein to the contrary, those employees of First National Bankshares and its Subsidiaries (other than temporary and/or co-operative employees) who do not have an employment, change in control or severance agreement and who are not employed by Fifth Third or who are terminated or voluntarily resign after being notified that, as a condition of employment, such employee must work at a location more than thirty (30) miles from such employee’s former location of employment or that such employee’s salary will be materially decreased, in any case and in both cases, within ninety (90) days after the Effective Time, and who sign and deliver a termination and release agreement in a form substantially similar to one of those attached hereto as Exhibit 6.7(a), shall be entitled to severance pay: (i) in the case of officers of First National Bankshares and all other exempt employees, equal to two (2) weeks of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to (4) weeks pay; and (ii) substantially the same in the aggregate case of all other employees, equal to one (1) week of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to two (2) weeks of pay. For purposes of this Section 6.8, “service” shall include service with subsidiaries of First National Bankshares and service with members of the compensation Affiliated Group of which First National Bankshares was a member prior to January 1, 2004. The severance payment referred to above shall replace the First National Bankshares’ current severance pay plan, if any, and employee benefits provided a new severance pay plan will be in effect but in no event shall there be any duplication of severance pay. First National Bankshares shall cooperate with Fifth Third to similarly-situated Continuing Employees employed by Ohm comply with, and provide notices regarding, the Workers Adjustment and Retraining Act or any of its Subsidiaries immediately prior similar state or local law, including without limitation, providing notices to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation employees and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoinggovernment representatives. For the avoidance of doubt, nothing Nothing contained in this Section 6.9(b) shall prevent Ohm be construed or interpreted to limit or modify in any way Fifth Third’s at will employment policy. In no event shall severance pay or any severance period be taken into account in determining the amount of its Subsidiaries from converting any other benefit (including but not limited to, an individual’s benefit under any pension plan). If, by reason of the method controlling plan document, controlling law or otherwise, severance pay or any severance period is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of payment for any Continuing Employee from salaried the additional benefit determined under other benefit plans attributable to an hourly basis the severance pay or vice versaperiod.

Employee Matters. Parent will or will cause the Surviving Corporation to provide employees of the Company and its Subsidiaries (a“Company Employees”) The Parties agree that, as of the Closing Date with (i) salary and target bonus opportunities no less favorable than those in effect immediately prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, Closing Date and (ii) following other employee benefits that are substantially comparable in the Company Merger Effective Time, not discriminate between aggregate to those provided by Parent to its similarly situated employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (Closing Date. Parent further agrees that, from and after the “Continuation Period”)Closing Date, and subject to the last sentence of this Section 6.9(b), Ohm shallParent will, or shall will cause the applicable Subsidiary of OhmSurviving Corporation to, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, grant all Company Employees credit for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to any service with the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately earned prior to the Company Merger Effective Time if such Continuing Employee was employed Closing Date for eligibility and vesting purposes and for determining the amount of benefits under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Firefly Parent, the Surviving Corporation or any of their Affiliates on or after the Closing Date (the “New Plans”), other than with respect to benefit accrual under any defined benefit plans or as would result in a duplication of benefits. In addition, Parent will or will cause the Surviving Corporation to (a) waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an employee under any Plan as of the Closing Date, and (b) take into account any covered expenses incurred on or before the Closing Date by any Company Employee (or covered dependent thereof) for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan. Parent and the Surviving Corporation will be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulations Section 54.4980B-9. No provision of this Section 7.03 shall create any third party beneficiary rights in any Company Employee or any other current or former employee, director or consultant of the Company or its Subsidiaries immediately prior to the Company Merger Effective Time, (iiiother than a Party) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly respect of continued employment (or resumed employment) or any other matter or shall be deemed an amendment of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm any Plan, any New Plan or any of its Subsidiaries immediately prior to the Company Merger Effective Time other employee benefit plan or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaagreement.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with For a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, period beginning on the one handClosing Date and continuing thereafter for twelve (12) months, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shallBuyer shall provide, or shall cause the applicable Subsidiary of Ohm, including Firefly Company and its SubsidiariesAffiliates to provide, to provide each Continuing Employee compensation employees of the Company and employee benefits its Subsidiaries as of the Closing who continue employment with the Company following the Closing (including, for the avoidance of doubt, severance payments and benefits“Company Employees”) that are with (i) substantially annual base salary, wage levels or commissions that are no less favorable than the same in the aggregate base salary, wage levels or commissions provided to the compensation and employee benefits to which each such Continuing Company Employee was entitled immediately prior to by the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Closing and (ii) employee benefits (excluding incentive compensation) that are no less favorable than either (A) the employee benefits (excluding incentive compensation) provided to each such Company Merger Effective Time if such Continuing Employee was employed by Firefly the Company or any of its Subsidiaries immediately prior to the Company Merger Effective Time, Closing or (iiiB) substantially the same in the aggregate to the compensation and employee benefits (excluding incentive compensation) provided by Buyer and its Subsidiaries to similarly-similarly situated Continuing employees. (b) Under the employee benefit plans, programs and arrangements established or maintained by Buyer, the Company and their respective Affiliates in which Company Employees employed by Firefly may be eligible to participate after the Closing (the “New Benefit Plans”), each Company Employee shall be credited for all purposes (including for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accrual for defined benefit pension plans or retiree medical benefits) for full or partial years of service with the Company and its Subsidiaries (including any of its Subsidiaries immediately prior their respective predecessors); provided that such crediting of service shall not operate to duplicate any 34 benefit or the Company Merger Effective Time if such Continuing Employee was employed by Ohm or funding of any of its Subsidiaries immediately prior to benefit. In addition, and without limiting the Company Merger Effective Time or (iv) a combination generality of the foregoing, (i) Buyer intends to conduct the enrollment (the timing of which remains in Buyer’s sole discretion) of Company Employees into any New Benefit Plans providing health or welfare benefits that replace coverage under similar or comparable Benefit Plans of the Company or its Subsidiaries (such plans, collectively, the “Old Benefit Plans”) in such a manner that there is no gap in Company Employees’ eligibility for such benefits and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Buyer, the Company and its Subsidiaries shall cause all preexisting condition exclusions of such New Benefit Plan to be waived for such Company Employee and his or her covered dependents, to the extent any such exclusions were waived or were inapplicable under any similar or comparable Old Benefit Plan. For (c) This Section 4.08 shall be binding upon and inure solely to the avoidance benefit of doubteach of the parties to this Agreement, and nothing in this Section 6.9(b) 4.08, express or implied, shall prevent Ohm confer upon any employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 4.08, express or implied, shall be deemed to limit the right of Buyer, the Company or any of its Subsidiaries from converting their respective Affiliates to (i) terminate the method employment of payment for any Continuing Company Employee from salaried at any time, or (ii) change or modify any employee benefit plan or arrangement in accordance with their terms, or shall be deemed an amendment of any plan providing benefits to an hourly basis or vice versa.any employee. Section 4.09

Employee Matters. (a) The Parties agree that, prior to For a period from the Closing, Closing Date until the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee later of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basisDecember 31, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, 2024 and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered first (1st) anniversary of the Closing (or for such longer period as required by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time applicable Law) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm Purchaser shall, or shall cause its Affiliates to, provide to each Business Employee who is employed by any Business Group Member as of the applicable Subsidiary Closing Date and who is either employed by the Transferred Company or who accepts Purchaser’s or its Affiliates’ offer of Ohmemployment, including Firefly in each case effective upon the Effective Time and its Subsidiariesconditioned on the Closing occurring (each such Business Employee, a “Continuing Employee”), (i) a base salary or wages (as applicable) and variable pay and short-term incentive compensation opportunities, in each case, no less favorable than those provided to provide each such Continuing Employee compensation and immediately prior to the Closing Date, (ii) other employee benefits (includingexcluding long-term incentive compensation, for the avoidance of doubtretiree benefits (pension and welfare), severance payments equity-based compensation and benefits) retention or transaction-based compensation), that are (i) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which such Continuing Employee was entitled immediately prior to the Company Merger Effective TimeClosing Date and (iii) long-term incentive compensation opportunities and retiree benefits (pension and welfare), (ii) in each case, on a substantially the same in the aggregate to the compensation and employee benefits similar basis as provided to newly hired similarly-situated non-union employees of Purchaser and its Affiliates, but after taking into account the requirements of the remainder of this Section 5.06(a). In addition, Purchaser shall, or shall cause its Affiliates to, provide to each Continuing Employees employed Employee, whose employment is terminated by Ohm Purchaser or any of its Subsidiaries immediately Affiliates during the Continuation Period, severance and termination benefits at the level that would have been applicable to such Continuing Employee under the relevant severance and termination practices set forth on Section 5.06(a) of the Seller Disclosure Letter, taking into account such Continuing Employee’s service with Seller and its Affiliates (including any Business Group Member) and any of their respective predecessors prior to the Closing Date in accordance with the schedule of service provided by Seller to Purchaser prior to the Closing Date, as well as service with Purchaser and its Affiliates following the Closing Date. Effective as of the Closing, the Transferred Company Merger Effective Time if such shall cease to be a participating employer in all Benefit Plans, and each Continuing Employee was employed shall cease to participate in any Benefit Plan sponsored by Firefly Seller or any of its Subsidiaries immediately prior Affiliates as an active employee. Prior to the Company Merger Effective TimeClosing, Seller shall cause all Continuing Employees to be fully vested in their accounts under any 401(k) plan sponsored by the Seller or its Affiliates. Seller shall, or shall cause one of its Affiliates (iii) substantially other than the same in Transferred Company), to pay, as soon as practicable following the aggregate Closing, each Continuing Employee a cash amount equal to the compensation and employee benefits provided to similarlyfair value (as determined by Seller) of any time-situated Continuing Employees employed by Firefly based restricted stock units or any performance stock units of its Subsidiaries immediately prior to the Company Merger Effective Time if Seller that such Continuing Employee was employed by Ohm forfeits as a result of transferring to Purchaser or any one of its Subsidiaries immediately Affiliates; provided that, in the case of performance stock units, the cash value shall be calculated based on the target number of shares subject to such award, prorated based on the portion of the vesting period that has elapsed prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaClosing.

Employee Matters. (a) The Parties agree During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (or earlier upon a Continuing Employee’s termination of employment for any reason) and provided that, no less than thirty (30) days prior to the Closing, Seller provides Purchaser with such information as is reasonably necessary for Purchaser to satisfy its obligations pursuant to this clause (a) (and updated as of the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either caseClosing Date), the “New Plans”) with respect Purchaser shall, or shall cause its Affiliates to, provide to each employee of Ohm the Business Employees who remain employed by the Company or any of its Subsidiaries (following as of the Closing, includingincluding employees not actively at work due to injury, for the avoidance vacation, military duty, disability or other leave of doubt, employees of the Surviving Corporation, LLC Sub or absence (but excluding any of its SubsidiariesBusiness Employee covered by a Collective Bargaining Agreement) (collectively, “Continuing Employees”), which New Plans willwith, as to the extent permitted by applicable Law, and among other thingseach Continuing Employee, (i) treat at least the same level of base salary or hourly wage rate, as the case may be, that was provided to such Continuing Employee immediately prior to the Closing, (ii) target annual cash performance bonus opportunities that are no less favorable than the target annual cash performance bonus opportunities (but not equity-based or long-term incentive opportunities) in effect with respect to such Continuing Employee immediately prior to the Closing, (iii) eligibility for severance pay and benefits on a termination of employment by the Purchaser and its Affiliates without “cause” pursuant to (and subject to the terms and conditions of) the plan or policy of Purchaser and its Affiliates in effect as of the date of such termination that is generally applicable to similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications of Purchaser and abilitiesits Affiliates, and (iiiv) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, other retirement and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee welfare benefits (including, for the avoidance of doubt, severance payments excluding defined benefit pension benefits and benefitsretiree health and welfare) that are (i) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which such Continuing Employee was entitled Employees immediately prior to the Company Merger Effective Time, Closing (ii) substantially the same in the aggregate to the compensation excluding defined benefit pension benefits and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation retiree health and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versawelfare).

Employee Matters. (a) The Parties agree thatAs of the Effective Time, Seller shall terminate all of its employees at the Hospital, and Purchaser shall hire all such employees commencing as of the Effective Time in positions and at compensation levels consistent with those being provided by Seller immediately prior to the Closing, Effective Time. Compensation levels will be maintained for a minimum of ninety (90) days after which compensation levels may be adjusted to be consistent with the Parties compensation guidelines of the Purchaser. Nothing herein shall cooperate be deemed to affect or limit in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) any way normal management prerogatives of Purchaser with respect to each employee employees or to create or grant to any such employees third party beneficiary rights or claims of Ohm any kind or any nature. Within the period of its Subsidiaries ninety (90) days before the Closing, Seller shall not, and within the ninety (90) days following the Closing, includingPurchaser shall not: (1) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (2) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the avoidance active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of doubtemployment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the Workers Adjustment Retraining and Notification Act (the “WARN Act”). With respect to terminations of employees following the Closing, Purchaser shall be responsible for any notification required under the WARN Act. In respect of the employees employed by Purchaser, Purchaser or Purchaser’s employee benefit plans shall provide such employees with employee benefits consistent with the benefits generally offered to similarly situated employees of the Surviving Corporation, LLC Sub Purchaser or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans willaffiliates and, to the extent permitted such benefits are based, in whole or in part, on service with Purchaser or its affiliate, Purchaser or Purchaser’s employee benefit plans shall recognize the existing seniority and service with Seller and Commonly Controlled Entities of all such employees for benefits purposes and shall provide credit under such plans for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual); provided, however, that no such credit need be given in respect of any new plan commenced or participated in by applicable LawPurchaser in which no prior service credit is given or recognized to or for other plan beneficiaries. In extending such benefits, Purchaser shall waive pre-existing conditions limitations in Purchaser’s welfare benefit plans which might otherwise apply to such employees except to the extent employees have not satisfied such limitations under the current welfare benefit plans of Seller. To the extent Purchaser can do so under its existing employee welfare plans, Purchaser will credit such employees for deductibles and among other things, co-pays paid under Seller’s welfare plans for the plan year that includes the Closing Date. The existing Purchaser 401(k) defined contribution plan shall accept rollovers by such employees from a Seller plan provided (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications such rollover is in cash (or cash and abilities, the employee’s promissory note in the case of an employee with an outstanding participant loan) and (ii) following the Company Merger Effective TimePurchaser is provided a written declaration from the administrator of the Seller plan that such distribution is an “eligible rollover distribution” under the Code. Additionally, not discriminate between employees who were covered by Ohm Benefit Plans, on Purchaser shall credit each Hired Employee with such employee’s accrued extended illness benefit as of the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation PeriodEIB”), and ) up to a maximum of 168 hours. All such use of a Hired Employee’s EIB hours shall be subject to the last sentence restrictions under Seller’s policy existing as of the date of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaAgreement.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with With respect to each employee of Ohm the Company or its Subsidiaries who is employed by the Company or any of its Subsidiaries (following as of immediately prior to the Closing, including, for the avoidance of doubt, employees Effective Time and continues as an employee of the Surviving Corporation, LLC Sub Corporation or any of its Subsidiaries) Subsidiaries (collectively, “Continuing Company Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 twelve (12) months following the Closing (or, if earlier, the termination of the applicable Company Merger Effective Time Employee’s employment with Parent, the Surviving Corporation and their Affiliates) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm Parent shall, or shall cause the applicable Subsidiary one of OhmParent’s Subsidiaries, including Firefly and its Subsidiariesthe Surviving Corporation to, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially a base salary or wage level, target cash bonus opportunity, and target equity incentive opportunity, as set forth on Section 4.18 of the same Company Disclosure Letter, to such Company Employee that, in each case, is not less favorable than the aggregate base salary or wage level, target cash bonus opportunity, and target equity incentive opportunity, as set forth on Section 4.18 of the Company Disclosure Letter, provided to the compensation and employee benefits to which such Continuing Company Employee was entitled immediately prior to the Company Merger Effective Time, Time and (ii) employee benefits (excluding equity-based compensation, defined benefit pension plan benefits, change in control, retention or severance benefits or awards or any similar compensation or benefit) that are substantially the same comparable, in the aggregate aggregate, to the benefits (excluding equity-based compensation, defined benefit pension plan benefits, change in control, retention or severance benefits or awards or any similar compensation and employee benefits or benefit) provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries such Company Employee under the Company Benefit Plans immediately prior to the Effective Time. Parent agrees that for a period of twenty-four (24) months following the Closing, the failure or refusal by any Company Merger Effective Time if such Continuing Employee was employed by Firefly Employee, other than the Specified Executives, to enter into a restrictive covenant agreement with Parent or any of its Subsidiaries immediately prior (including the Surviving Corporation), whether as a condition to the continued employment or otherwise, shall not constitute a basis for terminating such Company Merger Effective Time, (iii) substantially the same in the aggregate Employee for “cause” with respect to the compensation and employee benefits provided any determination relating to similarly-situated Continuing Employees employed by Firefly a Rollover RSU or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaRollover Stock Option.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees As of the Surviving CorporationClosing Date, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm Purchaser shall, or shall cause its Affiliates to, offer comparable employment as of the applicable Subsidiary Closing Date to each employee who is actively employed by each Seller as of Ohmthe Closing Date and is set forth on Section 4(o)(i) of the Disclosure Schedules (including employees on vacation, including Firefly and its Subsidiariesholiday, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefitsjury duty or other similar absence) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective TimeClosing Date. Purchaser also shall, (ii) substantially or shall cause its Affiliates to, offer re-instatement or employment, as the same in the aggregate case may be, to the compensation and each employee benefits provided to similarly-situated Continuing Employees of each Seller who is not actively employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Closing Date and who has a right of re-instatement under Law (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence (the date on which an Inactive Business Employee was employed by Firefly returns to, or commences, active employment with Purchaser or its Affiliates, the “Delayed Transfer Date”). Any Inactive Business Employee shall be treated as a Transferred Employee upon his or her Delayed Transfer Date. For purposes of this Agreement, “successor employer” means an employer who employs all Transferred Employees and provides those employees with comparable pay and benefits. Neither Purchaser nor any of its Subsidiaries immediately Affiliates shall be obligated, however, to continue to employ any Transferred Employee for any specific period of time following the Applicable Transfer Date, subject to Law. Each Seller shall assist Purchaser with its efforts to enter into compensation profiles and/or offers with such employees as soon as practicable after the date hereof and in any event prior to the Company Merger Effective TimeApplicable Transfer Date. Each Seller shall pay any and all Liabilities arising in connection with any termination, (iii) substantially notice, severance and similar payments with respect to any employee of such Seller or its Affiliates arising out of the same termination by such Seller of such employee’s employment with such Seller. Except as otherwise specifically provided in the aggregate to the compensation this Agreement, Purchaser and employee benefits provided to similarly-situated Continuing Employees employed by Firefly its Affiliates shall not assume any obligations under or Liabilities with respect to, or receive any right or interest in any trusts relating to, any assets of or any insurance, administration or other contracts pertaining to any Plans. Each Seller and Purchaser shall cooperate in good faith with one another to effectuate the provisions of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa7(i).

Employee Matters. Under the purchase agreement, DLR has agreed that: • for the period beginning on the closing date and ending on December 31 of the calendar year following the calendar year in which the closing date occurs, DLR (aor an affiliate thereof) The Parties agree thatshall provide to each continuing employee a base salary or hourly wage rate, as applicable, that is no lower than the base salary or hourly wage rate provided to such continuing employee immediately prior to the Closingclosing; • for the period beginning on the closing date and ending on December 31 of the year in which the closing date occurs (subject to the terms of any individual continuing employee contract), DLR (or an affiliate thereof) shall provide to each continuing employee (i) an annual cash bonus opportunity that is no lower than the Parties shall cooperate annual cash bonus opportunity provided to such continuing employee immediately prior to the closing, (ii) health and welfare benefits and other broad-based employee benefits (excluding severance benefits) that are no less favorable, in reviewingthe aggregate, evaluating than those provided to such continuing employee immediately prior to the closing, and analyzing (iii) severance benefits that are no less favorable, in the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans aggregate, than those provided to such continuing employee immediately prior to the closing or, if none, than those provided to similarly situated employees of DLR or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (its affiliates in either casethe jurisdiction where such continuing employee works, the “New Plans”) if any; • with respect to each employee of Ohm or any of its Subsidiaries (the year following the Closingyear in which the closing date occurs (subject to the terms of any individual continuing employee contract), including, for DLR (or an affiliate thereof) will provide to each continuing employee (i) an annual cash bonus opportunity that is no lower than the avoidance of doubt, annual cash bonus opportunity provided to such continuing employee immediately prior to the closing or the annual cash bonus opportunity that is provided to similarly situated employees of DLR or its affiliates in the Surviving Corporationjurisdiction in which such continuing employee works, LLC Sub if any, (ii) eligibility for long-term incentive awards on substantially the same basis as similarly situated employees of DLR or any its affiliates in the jurisdiction where such continuing employee works (if any) or, if there are no such similarly situated employees, eligibility for long-term incentive awards on substantially the same basis as employees of DLR or its Subsidiariesaffiliates in Europe, (iii) health and welfare benefits and other broad-based employee benefits (collectivelyexcluding severance benefits) that are no less favorable, “Continuing Employees”)in the aggregate, than those provided to such continuing employee immediately prior to the closing or those provided to similarly situated employees of DLR or its affiliates in the jurisdiction in which New Plans willsuch continuing employee works, if any, and (iv) severance benefits that are no less favorable, in the aggregate, than those provided to such continuing employee immediately prior to the closing or, if none, than those provided to similarly situated employees of DLR or its affiliates in the jurisdiction where such continuing employee works, if any; • each continuing employee who, following the closing date, participates in DLR’s employee benefit plans will generally receive credit under such plans for his or her years of service with INXN before the closing for purposes of eligibility, vesting and level of benefits. In addition, DLR shall generally cause such DLR benefit plans (to the extent permitted by applicable Law, and among other things, such plans) to (i) treat similarlywaive all preexisting condition exclusions and actively-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications at-work requirements for each continuing employee and abilitieshis or her covered dependents, and (ii) following credit such continuing employee with any copayments, deductibles and other eligible expenses incurred by such continuing employee and/or his or her covered dependents during the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, plan year ending on the one handclosing date for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements under the corresponding DLR benefit plan for the applicable plan year; and Table of Contents • DLR shall maintain INXN’s annual cash bonus plans until at least the end of the calendar year in which the closing date occurs, and those covered shall pay to each continuing employee who was a participant in any such bonus plan immediately prior to the closing date an award thereunder for the year in which the closing date occurs, in accordance with the terms of such plan, with such modifications to the performance objectives as DLR deems appropriate to reflect the transactions, subject to such continuing employee’s continued employment with DLR through December 31st of the year in which the closing date occurs; provided that (i), upon a termination of any such continuing employee’s service by Firefly Benefit PlansDLR or an affiliate thereof without “cause” (as determined by DLR in good faith), such continuing employee’s bonus award will be pro-rated based on the other handcontinuing employee’s length of employment with DLR or its affiliates during the year in which the closing date occurs, and (ii) each such continuing employee’s payout in respect of the calendar year in which the closing date occurs will not be less than his or her target award opportunity (or pro-rated target award opportunity, as applicable) as in effect on the date of the purchase agreement. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaDLR will assume INXN’s obligations under INXN’s senior management team employment agreements.

Employee Matters. (a) The Parties agree that, Employees of the Company and its Subsidiaries as of immediately prior to the Closing, Closing who continue their employment with the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm Surviving Corporation or any of its Subsidiaries (immediately following the Closing, including, for Closing are referred to herein as the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for .” For a period of 12 at least twelve (12) months following the Company Merger Effective Time Closing Date (or, if earlier, the date of a Continuing Employee’s termination, with respect to such Continuing Employee only) (the “Continuation Period”), Parent will or will cause the Surviving Corporation to provide Continuing Employees with (i) base salary and subject hourly wages no less than those in effect immediately prior to the last sentence of this Section 6.9(b)Closing, Ohm shall(ii) short-term incentive compensation opportunities (including commissions and annual bonuses, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee but excluding employee equity incentive compensation and employee the TAC Acquisition Corp. 2016 Bonus Unit Plan, defined benefit plans, non-qualified retirement plan benefits (including, for the avoidance of doubt, severance payments and benefitsor post-termination welfare plans or arrangements) that are (i) substantially the same comparable in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled those in effect immediately prior to the Company Merger Effective TimeClosing, (iiiii) other employee benefits that are substantially the same comparable in the aggregate to those in effect immediately prior to the compensation Closing under the Plans set forth on Schedule 4.16(a) (other than any long-term incentive and equity-incentive opportunities, nonqualified deferred compensation, defined benefit plans for Continuing Employees outside the U.K., or retiree medical or life insurance programs) (provided, that in the event an employee benefit plan or program described in this clause (iii) cannot be provided for the Continuation Period on the basis that the comparable plan or program offered by Parent and its Affiliates is frozen to new employees or is not available to similarly situated employees of Parent and its Affiliates (an “Unavailable Benefit”), then Parent shall make available to the impacted Continuing Employee an alternative arrangement that provides, or otherwise compensates such impacted Continuing Employee(s) for, a substantially comparable benefit as the Unavailable Benefit (an “Alternative Arrangement”)), and (iv) with respect to any other employee benefits provided to similarlythat are not set forth on Schedule 4.16(a) (excluding, in each case, any long-situated term incentive and equity-incentive opportunities, nonqualified deferred compensation, defined benefit plans for Continuing Employees employed outside the U.K., or retiree medical or life insurance programs), employee benefits that are substantially comparable in the aggregate to such employee benefits as in effect immediately prior to the Closing (provided, that in the event of an Unavailable Benefit (provided, that for this purpose the references to “clause (iii)” in the definition of “Unavailable Benefit” shall be deemed to be references to “clause (iv)”), then Parent shall make available to the impacted Continuing Employee an Alternative Arrangement (provided, that for this purpose the references to “clause (iii)” in the definition of “Alternative Arrangement” shall be deemed to be references to “clause (iv)”)); provided, further, that all employee benefits or arrangements made available under clause (iv) will not, individually or in the aggregate, exceed $200,000 in value)). Without limiting the generality of the foregoing, from and after the Closing, Parent will, or will cause the Surviving Corporation to, provide severance pay and benefits to any Continuing Employee whose employment is terminated by Ohm Parent or any of its Subsidiaries immediately prior to Affiliates (including the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to Surviving Corporation) during the Company Merger Effective Time, (iii) substantially Continuation Period on terms and in amounts that are no less favorable than the same in the aggregate to the compensation severance pay and employee benefits that are provided to similarly-similarly situated Continuing Employees employed by Firefly or any employees of Parent and its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaSubsidiaries.

Employee Matters. (a) The Parties agree thatFor a period of one year following the Closing Date (or such shorter period of employment, as the case may be), Parent shall provide (or cause to be provided) to each Acquired Company Employee who is employed by the Acquired Companies as of the Second Merger Effective Time (each, a “Covered Employee”): (i) a base salary or wage rate and an annual bonus opportunity, in each case, that is no less than such Covered Employee’s base salary or wage rate and annual bonus opportunity in effect as of immediately prior to the ClosingSecond Merger Effective Time and (ii) employee benefits (excluding any change in control, retention or transaction-based bonus opportunities, equity, equity-based or other long-term incentive compensation, defined benefit pension benefits, retiree health or welfare benefits or severance pay or benefits) that are substantially comparable in the Parties aggregate to those provided by Parent and its Affiliates to similarly situated employees of Parent and its Affiliates from time to time; provided that, until such time as Parent shall cooperate cause such Covered Employee to participate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee welfare benefit plan of Ohm Parent or any of its Subsidiaries (following after the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Second Merger Effective Time (the each, a “Continuation PeriodParent Welfare Plan”), and subject such Covered Employee’s continued participation in the Employee Plans shall be deemed to the last sentence satisfy clause (ii) of this Section 6.9(b8.01 (it being understood that participation in Parent Welfare Plans may commence at different times with respect to each Parent Welfare Plan). Prior to the Condition Satisfaction Date, Ohm shallthe Company shall take all actions necessary to terminate, or shall cause to be terminated, effective no later than the applicable Subsidiary Business Day immediately preceding the Closing Date, the Employee Plans listed on Section 8.01 of Ohm, including Firefly the Company Disclosure Schedule and its Subsidiaries, any other Employee Plan that Parent requests the Company to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately terminate not less than 10 Business Days prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaCondition Satisfaction Date.

Employee Matters. (a) The Parties agree thatFor a period of twelve months following the Closing (or, prior if earlier, on the date of termination of employment of the relevant Continuing Employee), Parent shall provide, or shall cause to the Closingbe provided, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (the members of the Company Group immediately prior to the Closing who remains employed by the Company Group immediately following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) Closing (collectively, each a “Continuing EmployeesEmployee”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarlyannual base salary or base wages, and short-situated employees on a substantially equivalent basisterm cash incentive compensation opportunities, taking in each case, that are no less favorable than such annual base salary or base wages and short-term cash incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing (provided any actions taken in violation or breach of Section 7.2(b) shall not be taken into account all relevant factors, including duties, geographic location, tenure, qualifications and abilitiesaccount), and (ii) following the Company Merger Effective Timeemployee benefits (other than equity or equity-based compensation, not discriminate between employees who were covered by Ohm Benefit Plansdefined benefit pension, on the one handdeferred compensation, retention, long-term cash incentive compensation, change of control, transaction bonuses or similar arrangements and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time retiree welfare benefits (the “Continuation PeriodExcluded Benefits”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same comparable in the aggregate to (A) the compensation and employee benefits (other than the Excluded Benefits) provided to which such Continuing Employee immediately prior to the Closing under the Company Plans set forth on Schedule 3.18(a) of the Company Disclosure Schedule, (B) the employee benefits (other than the Excluded Benefits) offered to similarly situated employees of Parent or its Subsidiaries, or (C) a combination of clauses “(A)” and “(B).” For purposes of eligibility, vesting, and with respect to vacation entitlement and severance, level of benefits (but not benefit accrual under defined benefit plans or for any purpose under any Excluded Benefits) under the employee benefit plans of Parent providing benefits to Continuing Employees after the Closing (the “Parent Plans”), Parent shall credit each Continuing Employee with his or her years of service with any member of the Company Group and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under the corresponding Company Merger Effective Time, (ii) substantially the same Plan in the aggregate to the compensation and employee benefits provided to similarly-situated which such Continuing Employees employed by Ohm or any of its Subsidiaries Employee participated immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior Closing; provided, however, that the foregoing shall not apply to the Company Merger Effective Time, (iii) substantially the same extent that its application would result in the aggregate to the compensation and employee a duplication of benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versacompensation.

Employee Matters. (a) The Parties agree thatDuring the period commencing at the Effective Time and ending on the first anniversary of the Closing Date, prior to the ClosingParent shall, the Parties or shall cooperate in reviewingcause one of its Subsidiaries to, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to provide each employee of Ohm the Company and Company Bank who continues to be employed by Parent or any of its Subsidiaries (following including the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of Parent Bank and its Subsidiaries) immediately following the Effective Time for so long as such employee is employed following the Effective Time (collectively, the “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, ) with (i) treat similarlya base salary or base wage rate, as applicable (including commission rate, if applicable), that is no less favorable than such base salary or base wage rate, as applicable, provided by the Company or Company Bank to such Continuing Employee immediately prior to the Effective Time, (ii) an annual short-term cash incentive opportunity that is substantially comparable to the annual short-term cash incentive opportunity provided by the Parent to its similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilitiesemployees, and (iiiii) following other compensation, including long-term incentive opportunities, and employee benefits that are substantially comparable in the aggregate to either (A) the other compensation, including long-term incentive opportunities, and employee benefits provided by the Company Merger or Company Bank to such Continuing Employee (other than a Continuing Employee who is a party to an employment, change in control or retention agreement) immediately prior to the Effective TimeTime or (B) the other compensation, not discriminate between employees who were covered by Ohm Benefit Plans, on the one handincluding long-term incentive opportunities, and those covered employee benefits provided by Firefly Benefit PlansParent to similarly situated employees of Parent; provided, on however, that Parent and its Subsidiaries shall have no obligation to provide similar or comparable titles, responsibilities or duties. Without limiting the other hand. In additionimmediately preceding sentence, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm Parent shall, or shall cause the applicable Subsidiary Parent Bank or one of Ohmits Subsidiaries to, including Firefly provide to each full-time Continuing Employee whose employment terminates during the twelve- (12-) month period following the Closing Date with severance benefits as provided in Section 6.7(a) of the Company Disclosure Schedule, determined (1) without taking into account any reduction after the Closing in compensation paid to such Continuing Employee and (2) taking into account each Continuing Employee’s service with the Company and Company Bank (and any predecessor entities) and, after the Closing, Parent and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same all as provided in the aggregate to the compensation plan document in form and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed substance as approved by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaParent.

Employee Matters. (a) The Parties agree thatSubject to the provisions of the employment contracts listed in Schedule 3.1(p), nothing contained in this Agreement shall be deemed to give any employee of the Company or any of its subsidiaries the right to be retained in the employ of the Company or any of its subsidiaries after the Closing Date, to retain the same salary, job responsibility or job location, or interfere with the right of the Company to terminate any employee of the Company or any of its subsidiaries at any time. After the Closing Date and subject to Applicable Law and the terms of any Employee Benefit Plan, Buyer may amend, modify, or terminate any Employee Benefit Plan in existence prior to the Closing, . Except as specifically provided herein (including in Section 7.7 hereof) and without limiting the Parties shall cooperate in reviewing, evaluating obligations and analyzing liabilities of the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm Company or any of its Subsidiaries (following subsidiaries arising by operation of law or under the terms of this Agreement, after the Closing, includingthe Company and each of its subsidiaries is and shall remain liable for and the Company and each of its subsidiaries and Buyer shall be responsible for and shall promptly discharge all liabilities, for duties and claims (by or to an Employee, Former Employee, Beneficiary, Governmental Entity or otherwise) arising out of or relating to the avoidance of doubt, employees of employment relationship between the Surviving Corporation, LLC Sub Company or any of its Subsidiariessubsidiaries and an Employee or Former Employee, whether made to or imposed upon the Company or any of its subsidiaries, or any Selling Stockholder (or any Affiliate thereof) (collectivelyor Buyer, “Continuing Employees”)including, which New Plans willwithout limitation, to the extent permitted by applicable Lawliabilities, duties and among other things, claims: (i) treat similarly-situated employees on a substantially equivalent basisfor deferred compensation, taking into account all relevant factorsincentive compensation, including dutiesretirement benefits, geographic locationhealth and life benefits, tenureseverance arrangements and benefits, qualifications disability benefits and abilitiesother fringe benefits under any employee benefit plan, and fund, program, arrangement, policy or practice; (ii) following relating to continuation health coverage pursuant to ss.4980B of the Company Merger Effective TimeCode and Title I, not discriminate between employees who were covered by Ohm Benefit PlansSubtitle B, on Part 6 of ERISA; (iii) for unemployment and workers' compensation or similar benefits; and (iv) to file any and all annual reports, filings or notices that may be required to be filed with Governmental Entities or provided to participants and beneficiaries after the one hand, and those covered by Firefly Benefit Plans, on the other handClosing. In addition, the Parties agree that for a period with respect to any welfare benefit plans (as defined in Section 3(1) of 12 months following ERISA) maintained or established by Buyer, the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly subsidiaries or any Affiliate of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior the foregoing for the benefit of Employees and Beneficiaries on and after the Closing Date, Buyer shall cause there to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or be waived any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versapre-existing condition limitations.

Employee Matters. (a) The Parties agree thatAll individuals employed by, prior to or on an authorized leave of absence from, CB at the Closing, Effective Time and thereafter until immediately before the Parties effective time of the Holding Company Merger shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, automatically become employees of the Surviving CorporationCorporation as of the effectiveness of the Holding Company Merger. All individuals employed by, LLC Sub or any on an authorized leave of its Subsidiaries) absence from, Cornerstone Bank immediately before the effective time of the Bank Merger (collectively, the “Continuing Covered Employees”)) shall automatically become employees of the Surviving Bank as of the Effective Time of the Bank Merger. Immediately following the Effective Time of the Bank Merger, which New Plans willSurviving Bank shall provide to those Covered Employees employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the extent permitted by applicable Lawaggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to similarly situated employees of Providence Bank; provided, and among other thingshowever, that, notwithstanding the foregoing, nothing contained herein shall (i) treat similarly-situated employees on a substantially equivalent basisbe treated as an amendment of any particular CB Benefit Plan, taking into account (ii) give any third party any right to enforce the provisions of this Section 6.5, (iii) limit the right of the Surviving Bank to terminate the employment of any Covered Employee at any time or require the Surviving Bank to provide any such employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate CB, Cornerstone Bank, Holdco or the Surviving Bank to (A) maintain any particular CB Benefit Plan or (B) retain the employment of any particular Covered Employee. Each Covered Employee shall be given credit for his or her full years of service with CB or Cornerstone Bank, as applicable, for purposes of (i) entitlement to vacation and sick leave and for participation in all relevant factorsof Holdco’s or Providence Bank’s welfare, including duties, geographic location, tenure, qualifications insurance and abilitiesother fringe benefit plans, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, eligibility for participation and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), vesting in Holdco’s or Providence Bank’s 401(k) and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versapension plans.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for For a period of 12 months one year following the Company Merger Effective Time (the “Continuation Period”) (or, if earlier with respect to a Company Employee, the date of termination of employment of such Company Employee), and subject to the last sentence of this Section 6.9(b), Ohm shall, Parent shall provide or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, Surviving Corporation to provide to each Continuing Company Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same a base salary or wage rate and target cash incentive opportunity that are at least as favorable in the aggregate to those provided to such Company Employee by the compensation and employee benefits to which such Continuing Employee was entitled Company or any Company Subsidiary, as applicable, as of immediately prior to the Company Merger Effective Time, Time and (ii) other employee benefits (excluding cash incentive opportunities, severance (except as provided in the following sentence), equity and equity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-termination or retiree health or welfare benefits (collectively, the “Excluded Benefits”)) that are substantially the same comparable in the aggregate to the compensation and employee benefits those provided to similarly-situated Continuing Employees employed such Company Employee by Ohm the Company or any a Company Subsidiary under the Company Benefit Plans and Company Benefit Agreements that are disclosed in Section 4.11 of its Subsidiaries the Company Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Company Merger Effective Time if such Continuing (or, to the extent a Company Employee was employed becomes covered by Firefly an employee benefit plan or any program of Parent (or one of its Subsidiaries immediately prior Affiliates other than the Surviving Corporation) during such period, substantially comparable to those benefits maintained for and provided to similarly situated employees of Parent (or its relevant Affiliate)). Notwithstanding the foregoing, during the Continuation Period, Parent shall, and shall cause the Surviving Corporation to, provide any Company Employee who experiences a termination of employment under the circumstances set forth in Section 7.03(a) of the Company Disclosure Letter with severance benefits no less favorable than those set forth in Section 7.03(a) of the Company Disclosure Letter, subject to the Company Merger Effective Time, (iii) substantially the same Employee’s execution of a general release of claims in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination favor of the foregoingCompany, Parent and related Persons. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa.55

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating Unless otherwise agreed between any Continuing Employee and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), Parent and subject to the last sentence terms of this Section 6.9(b)any collective bargaining agreement which covers any Continuing Employee, Ohm Parent shall, or shall cause the applicable Subsidiary Company or one of Ohmits Subsidiaries to, including Firefly provide (i) from and its Subsidiariesafter the Closing Date until the first anniversary thereof (or earlier cessation of employment, as applicable), a base salary or base wages to provide each Continuing Employee compensation and employee benefits (including, for at a rate that is no less than the avoidance annual rate of doubt, severance payments and benefits) the base salary or base wages that are (i) substantially the same in the aggregate was provided to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, Closing; (ii) from and after the Closing Date until December 31 of the year in which the Closing occurs (or earlier cessation of employment, as applicable), target annual cash bonus opportunity to each Continuing Employee that is no less than the target annual cash bonus opportunity that was provided to such Continuing Employee immediately prior to the Closing and (iii) from and after the Closing Date until the first anniversary thereof (or earlier cessation of employment, as applicable), other employee benefits (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) that are substantially the same similar, in the aggregate to aggregate, to, in Parent’s sole discretion, either (x) the compensation and other employee benefits (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) provided to similarly-situated Continuing Employees employed by Ohm employees of the Company or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly Closing Date or any of its Subsidiaries immediately prior to (y) the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and other employee benefits (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) provided to similarly-situated Continuing Employees employed employees of Parent and its Subsidiaries (excluding any such benefits that similarly-situated employees of Parents and its Subsidiaries become entitled to as a result of the transactions contemplated by Firefly this Agreement or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoingAncillary Agreement). For the avoidance of doubt, nothing Nothing in this Section 6.9(b) Agreement shall prevent Ohm preclude Parent, the Surviving Company or any of its Subsidiaries from converting terminating the method employment of any employee at any time on or after the Closing or require any payment for any Continuing Employee from salaried of compensation or provision of benefits to an hourly basis or vice versasuch person thereafter.

Employee Matters. (a) The Parties agree thatFor the one (1)-year period immediately following the Closing Date (or, prior if shorter, the period of employment of the relevant Continuing Employee), Parent shall provide, or cause its Subsidiaries to provide, each employee of the Company or any of its Subsidiaries as of the Closing, to the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans extent that each such employee remains employed with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm Parent or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of including the Surviving Corporation) as of and following the Closing (any such employee, LLC Sub or any of its Subsidiaries) (collectively, a “Continuing EmployeesEmployee”), which New Plans will, to the extent permitted by applicable Law, and among other things, ) with: (i) treat similarlyat least the same annual base salary or base wage rate as in effect immediately prior to the Closing Date, (ii) at least the same level of cash-based short-term incentive target opportunity provided to such Continuing Employee by the Company in respect of the fiscal year in which the Closing Date occurs, (iii) at least the same level of equity-based long-term incentive target opportunity provided by Parent to similarly situated employees on of Parent (provided that if an annual equity or equity-based award is issued to a substantially equivalent basisContinuing Employee following the date hereof and prior to the Closing Date in accordance with Section 6.2(b)(x) of the Company Disclosure Letter, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilitiesParent shall not be required to provide a long-term incentive opportunity to such Continuing Employee during the one (1)-year period immediately following the Closing Date), and (iiiv) following as applied to Continuing Employees in the aggregate, other employee benefits that are substantially comparable in the aggregate to either (A) such employee benefits provided under the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on Plans in which the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject Continuing Employee participated immediately prior to the last sentence Closing Date, or (B) the employee benefits provided by Parent to similarly situated employees of this Section 6.9(b)Parent, Ohm shallin each case excluding plans that were closed to new enrollees as of Closing. Without limiting the immediately preceding sentence, Parent shall provide, or shall cause its Subsidiaries to provide, for the applicable Subsidiary of Ohmone (1)-year period immediately following the Closing Date, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee with severance benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate equal to the compensation and employee severance benefits to which such Continuing Employee was entitled immediately prior to provided for under the Company Merger Effective Time, (iiBenefit Plan that is a severance benefit plan set forth in Section 4.11(a) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaDisclosure Letter.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for For a period of 12 twelve (12) months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shallParent shall provide, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiariesto be provided, to provide each Continuing Employee compensation and employee benefits (includingEmployee, for to the avoidance of doubtextent still employed, severance payments and benefits) that are (i) substantially the same base compensation and target annual cash incentive opportunities that, in the aggregate each case, are no less favorable than were provided to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to before the Company Merger Effective Time, (ii) equity incentive opportunities that are no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, and (iii) employee benefits (excluding any equity or equity based compensation, employee stock purchase benefits, defined benefit pension benefits, retiree health and welfare benefits, severance benefits and change in control, transaction and retention bonuses or payments) that are substantially the same comparable in the aggregate to the compensation and such employee benefits provided to similarly-situated the Continuing Employees employed Employee by Ohm or any of the Company and its Subsidiaries immediately prior to the Effective Time. Without limiting the generality of the immediately preceding sentence, (A) Parent shall or shall cause the Surviving Corporation to provide to each Continuing Employee whose employment is involuntarily terminated by Parent and its Subsidiaries (including the Surviving Corporation) without “cause” (as defined in Section 5.6(a) of the Company Merger Disclosure Letter) during the one (1)-year period following the Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior with severance benefits equal to the greater of (x) the severance benefits set forth on Section 5.6(a) of the Company Merger Disclosure Letter4, and (y) the severance benefits provided to similarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, under the severance arrangements of Parent and its Subsidiaries, and (iiiB) substantially during such one (1)-year period following the same in Effective Time, severance benefits offered to each Continuing Employee shall be determined without taking into account any reduction after the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if in such Continuing Employee was employed by Ohm Employee’s base salary or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoingwage rate. For the avoidance of doubt, nothing Notwithstanding anything provided in this Section 6.9(b5.6(a) shall prevent Ohm or any of its Subsidiaries from converting anything else in this this Agreement to the method of payment for any contrary, each Continuing Employee from salaried to an hourly basis who, at any time during the Continuation Period, is or vice versabecomes covered by a Collective Bargaining Agreement shall solely be provided with compensation, benefits and terms and conditions of employment that meet the requirements of such Collective Bargaining Agreement.

Employee Matters. (a) The Parties agree that, prior to For the Closing, period beginning at the Parties shall cooperate Effective Time and ending on December 31 of the year in reviewing, evaluating and analyzing which the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans Closing occurs (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing EmployeesBenefit Continuation Period”), which New Plans willHoldco shall, to the fullest extent permitted by applicable Law, provide or cause to be provided to each individual who is employed as of the Effective Time by Praxair or any of its Subsidiaries or Listed Subsidiaries or by Linde or any of its Subsidiaries or Listed Subsidiaries and among other thingswho remains employed by Praxair or any of its Subsidiaries or Listed Subsidiaries or by Linde or any of its Subsidiaries or Listed Subsidiaries (such employees collectively, the “Affected Employees”) (i) treat similarly-situated employees on a base salary in an amount substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject comparable to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate base salary provided to the compensation and employee benefits to which such Continuing Affected Employee was entitled immediately prior to the Company Merger Effective Time, (ii) an annual bonus opportunity that is substantially comparable to the same annual bonus opportunity provided to the Affected Employee immediately prior to the Effective Time, and (iii) other compensation opportunities and employee benefits that are substantially comparable in the aggregate to the compensation and employee benefits those provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries the Affected Employee immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any Time. Without limiting the generality of the foregoing, during the Benefit Continuation Period New Holdco shall cause Praxair, its Subsidiaries immediately prior or its Listed Subsidiaries or Linde, its Subsidiaries or its Listed Subsidiaries to the Company Merger Effective Timeprovide to each Affected Employee who suffers a termination of employment by Praxair, (iii) substantially the same Linde or their respective Subsidiaries or Listed Subsidiaries severance benefits in amounts and on terms and conditions no less favorable in the aggregate to such Affected Employee than such Affected Employee would have received under the compensation severance plans, programs, policies and employee benefits provided arrangements applicable to similarly-situated Continuing Employees employed by Firefly or any such Affected Employee as of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of Closing. Notwithstanding the foregoing. For , the avoidance provisions of doubt, nothing in this Section 6.9(b6.14(a) shall prevent Ohm not apply with respect to Affected Employees whose employment is governed by a collective bargaining or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versasimilar agreement.

Employee Matters. (a) The Parties agree thatFor a period commencing at Closing and ending on the one (1)-year anniversary of the Closing Date (but not beyond the termination of the relevant employee if sooner), Purchaser shall, or shall cause one of its direct or indirect Subsidiaries (including, following Closing, the Company) to, provide the employees of the Company and its Subsidiaries as of Closing (collectively, the “Company Employees”) with (i) a base salary or wage rate and annual cash incentive compensation target that are, in the aggregate, substantially comparable to the base salary or wage rate and annual cash incentive compensation target as in effect with respect to such Company Employee immediately prior to the Closing; and (ii) employee benefits (excluding any incentive compensation not consistent with historical norms, deferred compensation, defined benefit, retiree or post-termination health or welfare benefit, change in control bonus, transaction bonus, retention and equity or equity-based arrangements) that are, in the Parties shall cooperate in reviewingaggregate, evaluating and analyzing substantially comparable to either (x) those provided to the Ohm Company Employees under the Company Benefit Plans as of the Closing (excluding any incentive compensation not consistent with historical norms deferred compensation, defined benefit, retiree or post-termination health or welfare benefit, change in control bonus, transaction bonus, retention and Firefly Benefit Plans with equity or equity-based arrangements), or (y) those provided to employees of Purchaser and its Affiliates (excluding deferred compensation, defined benefit, retiree or post-termination health or welfare benefit, change in control bonus, transaction bonus, retention and equity or equity-based arrangements); provided, however, that (A) if deemed advisable by Purchaser in response to any global, national or local pandemic or similar event, Purchaser may change the compensation, benefits and/or other terms and/or conditions of employment of any Company Employee not to satisfy the requirements of this Section 6.7(a) and no such action shall be treated as a view toward developing appropriate new breach of this Section 6.7(a) and (B) this Section 6.7(a) shall not apply to any Company Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either casewho at any time is furloughed, placed on leave, not actively working for the “New Plans”) with respect to each employee of Ohm Company or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted otherwise laid off. Except as otherwise set forth in this ‎Section 6.7‎ or as may be specifically required by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following Purchaser shall not be obligated to require the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, continue to provide each Continuing Employee compensation and any particular type of employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate or compensation to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the any Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaEmployee.

Employee Matters. (ai) The Parties agree thatOn the Closing Date, prior except with respect to the ClosingEmployment Agreements, the Parties Parent shall cooperate cause the Buyer to continue to offer employment in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect similar position to each employee of Ohm the Company and its Subsidiary who on the Closing Date is actively at work or any of its Subsidiaries absent from work due to short-term disability, maternity leave, jury duty, military service, vacation, layoff with recall rights, or other short-term leave (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, ) at a rate of base compensation and commission structure equal to their base compensation and commission structure immediately prior to the extent permitted by applicable LawClosing Date, and among other thingsprovided, however, that, except for (i) treat similarly-situated employees the annual adjustments to base compensation made in the Ordinary Course of Business on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilitiesthe anniversary date of an Employee’s date of employment with the Company as disclosed on Section 3(h) of the Company Disclosure Schedule, and (ii) following with respect to certain of those Employees listed and as indicated on Section 3(h) of the Company Merger Effective TimeDisclosure Schedule, those quarterly adjustments to base compensation made in the Ordinary Course of Business, the Parent and Buyer may, in their sole discretion, elect not discriminate between employees who were covered by Ohm Benefit Plansto give effect to any change or adjustment in such base compensation and commission structure which took effect on or after May 31, 2000. The Parent shall also cause the Buyer to offer the Employees participation in the benefit plans and programs of the Parent set forth on the one handExhibit I attached hereto, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months one (1) year following the Closing Date, shall offer Employees terminated without cause severance pay in an amount equal to one (1) week gross pay for each year of service with the Company Merger Effective Time and the Buyer, up to a maximum of twelve (12) weeks gross pay. For purposes hereof, one (1) week of “gross pay” shall mean 1/52 of an Employee’s annual gross base pay at the “Continuation Period”)time of termination plus an amount equal to 1/52 times the aggregate amount of commissions paid to such Employee by the Company during 1999. Except as otherwise set forth in the Employment Agreements and except as set forth on Section 7(e) of the Company Disclosure Schedule, and subject each of the Employees shall be offered employment pursuant to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits7(e) that are (i) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarlyon an at-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versawill basis.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans For one (in either case, the “New Plans”1) with respect to each employee of Ohm or any of its Subsidiaries (year following the ClosingClosing Date (or, includingif earlier, for an applicable Company Employee’s termination date), Purchaser shall provide or cause the avoidance of doubt, employees Company and/or the Company Subsidiaries to provide to all Company Employees as of the Surviving Corporation, LLC Sub or any of its Subsidiaries) Closing (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, ) (i) treat similarlya salary or wage level and target cash bonus opportunity (excluding any equity-situated employees on a based compensation, defined benefit pension benefits, change in control, retention bonuses or similar types of payments and supplemental retirement benefits) substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, salary or shall cause the applicable Subsidiary of Ohm, including Firefly wage level and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate to the compensation and employee benefits target cash bonus opportunity to which such Continuing Employee was they were entitled immediately prior to the Company Merger Effective Timedate hereof, but with incentive compensation as determined by Purchaser in its sole discretion and (ii) employee benefits (excluding any defined benefit pension, equity or equity-based, and post-termination or retiree health or welfare benefits) that are substantially the same comparable, in the aggregate aggregate, to the compensation and such employee benefits provided to similarly-situated Continuing the Company Employees employed by Ohm or any of its Subsidiaries (as a group) immediately prior to the date hereof. Notwithstanding the foregoing sentence (but not in limitation thereof), following the Closing Date, the Company Merger Effective Time if may modify or terminate or cause to be modified or terminated the employment of any Company Employee subject to following adequate procedures under applicable Law and payment and satisfaction of severance benefits, notice, termination payments and any other entitlements of such Continuing Company Employee was employed by Firefly or any of its Subsidiaries immediately prior in connection with such termination to the extent obligated under any applicable employment Contract, collective bargaining agreement or Law. Notwithstanding the preceding provisions, the terms and conditions of employment (including with respect to employee benefits) of any Company Merger Effective Time, (iii) substantially Employee whose employment is the same subject of a collective bargaining agreement shall be solely controlled by the terms of the applicable Labor Agreement or Law. Notwithstanding anything in the aggregate this Agreement to the compensation contrary, the terms and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any conditions of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment employment for any Continuing Employee from salaried employees covered by a Labor Agreement shall be governed by the applicable Labor Agreement until the expiration, modification or termination of such Labor Agreement in accordance with its terms or applicable Law. The Company and Company Subsidiaries shall fully and in a timely fashion satisfy any notice, consultation or bargaining obligations owed to an hourly basis their employees or vice versa.their employees’ representatives under applicable Law, Labor Agreement, or other Contract, in connection with the transactions contemplated by this Agreement. 66

Employee Matters. (a) The Parties agree thatFor the period commencing on the Closing Date until the second anniversary thereof (or, prior to the Closingif earlier, the Parties date of termination of the applicable Company Employee (as defined below)), Parent shall cooperate in reviewingprovide or shall cause one of its subsidiaries, evaluating and analyzing including the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans Surviving Corporation or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either caseany of its subsidiaries, the “New Plans”) with respect to provide to each employee of Ohm the Company and any of its subsidiaries who continues his or her employment with Parent or any of its Subsidiaries (following the Closingsubsidiaries, including, for the avoidance of doubt, employees of including the Surviving Corporation, LLC Sub or Corporation and any of its Subsidiaries) subsidiaries (collectively, “Continuing Company Employees”), which New Plans willfollowing the Closing Date, to the extent permitted by applicable Law, and among other things, with: (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following base salary that is not less than the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same base salary as in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled effect immediately prior to the Company Merger Effective Time, (ii) substantially target annual and long-term incentive compensation opportunities that are not less favorable than that in effect immediately prior to the same Effective Time (provided that cash compensation may be substituted for equity compensation for purposes of long-term incentive compensation), and (iii) employee benefits (excluding, for this purpose, any defined benefit or supplemental pension plan (whether or not tax-qualified), and post-termination health, life or other welfare benefits, in each case, except as required by a Company Benefit Plan or by applicable Legal Requirements) that are, in the aggregate aggregate, not less favorable than the employee benefits provided to such Company Employee as of the Effective Time; provided that a change in employee benefits shall not be deemed to violate this clause (iii) if such change results from a change in the applicable program for all similarly-situated employees of Parent and its subsidiaries in the applicable jurisdiction so long as (A) Parent and its subsidiaries continue to offer benefits to employees (including Company Employees) that include medical, dental, vision, disability and life insurance, and a matching program comparable to the compensation Company’s 401(k) Plan or, as applicable, a Company subsidiary’s existing defined contribution plan, and (B) the aggregate employee benefits provided to the employee are not less favorable than the aggregate employee benefits provided to similarly-situated Continuing Employees employed by Ohm employees of Parent and its subsidiaries in the applicable jurisdiction. Without limiting the generality of the foregoing, the Surviving Corporation shall (x) honor or cause to be honored the Xxxxxxxxx Xxxxx, Inc. Xxxxxxxxx Policy in accordance with its terms (in effect on the date hereof, and as it may be amended in accordance with the terms of this Agreement and the Company Disclosure Letter) and (y) with respect to any of Company Employee who does not participate in the Xxxxxxxxx Xxxxx, Inc. Severance Policy and whose employment with the Surviving Corporation and its Subsidiaries immediately Affiliates terminates prior to the second anniversary of the Closing Date, honor or cause to be honored any severance policy or program applicable to such Company Merger Effective Time if such Continuing Employee was employed by Firefly as of the date of this Agreement (as set forth in the plans or any descriptions of its Subsidiaries immediately prior to plans in Section 4.15(a) of the Company Merger Disclosure Letter, including the Xxxxxxxxx Xxxxx, Inc. Non-Executive Severance Policy, in each case as in effect on the date of this Agreement, and as it may be amended in accordance with the terms of this Agreement and the Company Disclosure Letter), including by taking into account service and compensation following the Effective Time. Parent shall honor or cause the Surviving Corporation to honor any fiscal year 2017 bonus program and any long-term incentive awards, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed each case implemented or granted by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any in accordance with the terms of its Subsidiaries immediately prior to this Agreement and the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaDisclosure Letter.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for For a period of 12 months one year following the Company Merger Effective Time (the “Continuation Period”) (or, if earlier with respect to a Company Employee, the date of termination of employment of such Company Employee), and subject to the last sentence of this Section 6.9(b), Ohm shall, Parent shall provide or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, Surviving Corporation to provide to each Continuing Company Employee, except as provided in any agreement between any Company Employee compensation and employee benefits (includingthe Surviving Corporation to be effective following the Effective Time, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same a base salary or wage rate and target cash incentive opportunity that are at least as favorable in the aggregate to those provided to such Company Employee by the compensation and employee benefits to which such Continuing Employee was entitled Company Group, as of immediately prior to the Company Merger Effective Time, Time and (ii) other employee benefits (excluding cash incentive opportunities, severance (except as provided in the following sentence), equity and equity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-termination or retiree health or welfare benefits (collectively, the “Excluded Benefits”)) that are substantially the same comparable in the aggregate to the compensation and employee benefits those provided to similarly-situated Continuing Employees employed such Company Employee by Ohm or any the Company Group under the Company Benefit Plans and Company Benefit Agreements that are disclosed in Section 4.11 of its Subsidiaries the Company Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Company Merger Effective Time if such Continuing (or, to the extent a Company Employee was employed becomes covered by Firefly an employee benefit plan or any program of Parent (or one of its Subsidiaries immediately prior Affiliates other than the Surviving Corporation) during the Continuation Period, substantially comparable to those benefits maintained for and provided to similarly situated employees of Parent (or its relevant Affiliate)). Notwithstanding the foregoing, during the six month period following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide any Company Employee (other than any Engagement Personnel who transition off an engagement) who experiences a termination of employment under the circumstances set forth in Section 7.03(a) of the Company Disclosure Letter with severance benefits no less favorable than those set forth in Section 7.03(a) of the Company Disclosure Letter, subject to the Company Merger Effective Time, (iii) substantially the same Employee’s execution of a general release of claims in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination favor of the foregoingCompany, Parent and related Persons. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa.61

Employee Matters. (a) The Parties agree thatExcept as provided in this Section 7.3, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period beginning on the Closing Date and continuing thereafter until the end of 12 months following the Company Merger Effective Time calendar year 2018 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and subject its Subsidiaries to provide, Employees as of immediately prior to the last sentence Effective Time who continue employment with Parent or any of this its Subsidiaries, including the Surviving Corporation, at or following the Closing (the 56 “Continuing Employees”) with employee benefits (excluding compensation and equity-based compensation) that are (i) with respect to employee benefits that were elected for the Continuation Period during the Company’s annual enrollment period recently ended, the same as those in effect for such Continuing Employees immediately prior to the Closing, and (ii) with respect to employee benefits that were not elected for the Continuation Period during the Company’s annual enrollment period recently ended, comparable in the aggregate to those in effect for such Continuing Employees immediately prior to the Closing; provided that until the one year anniversary of the Closing Date, Parent and the Surviving Corporation shall keep in effect all severance plans, practices and policies that are applicable to employees of the Company and its Subsidiaries as of the date hereof and set forth on Section 6.9(b)7.3(a) of the Company Disclosure Letter. During the Continuation Period, Ohm Parent shall, or shall cause the applicable Subsidiary of Ohm, including Firefly Surviving Corporation and its SubsidiariesSubsidiaries to, to provide each the Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially Employees coverage under the same Company Plans set forth in Section 7.3(a) of the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled Company Disclosure Letter as were in effect immediately prior to the Closing Date. Except as set forth in Section 7.3(a) of the Company Merger Effective TimeDisclosure Letter, nothing herein shall be deemed to limit the right of Parent or any of their respective Affiliates to (i) terminate the employment of any Continuing Employee at any time, (ii) substantially change or modify the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm terms or any conditions of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment employment for any Continuing Employee from salaried to an hourly basis the extent such change is not inconsistent with the provisions of this Section 7.3 or vice versa(iii) change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the requirements of this Section 7.3.

Employee Matters. Section 3.20(a) of the Portables Disclosure Letter contains a complete and accurate list of the following information for Portables' employees, managers, directors, independent contractors, consultants and agents, including each employee on leave of absence (aincluding, without limitation, short- or long-term disability leave and FMLA leave) The Parties agree thator layoff status, prior as of June 30, 2011: name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since January 1, 2010; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Portables Benefit Plans. There are no Actions pending or, to the Closingknowledge of Portables or CNCG, the Parties shall cooperate in reviewing, evaluating threatened involving Portables or any Portables Subsidiary and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans any of their respective employees or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans former employees (in either case, the “New Plans”) with respect to each their status as an employee or former employee, as applicable) including any harassment, discrimination, retaliatory act or similar claim. To Portables' or CNCG's knowledge, since January 1, 2008, there has been: (i) no labor union organizing or attempting to organize any employee of Ohm Portables or any of its the Portables Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub into one or more collective bargaining units with respect to their employment with Portables or any of its the Portables Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, ; and (ii) following no labor dispute, strike, work slowdown, work stoppage or lock out or other collective labor action by or with respect to any employees of Portables or any of the Company Merger Effective TimePortables Subsidiaries is pending with respect to their employment with Portables or any of the Portables Subsidiaries or threatened against Portables or any of the Portables Subsidiaries. Neither Portables nor any of the Portables Subsidiaries is a party to, not discriminate between employees who were covered by Ohm Benefit Plansor bound by, on the one hand, and those covered by Firefly Benefit Plans, on the any collective bargaining agreement or other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject agreement with any labor organization applicable to the last sentence employees of this Portables or any of the Portables Subsidiaries and no such agreement is currently being negotiated. Except as set forth on Section 6.9(b)3.20(c) of the Portables Disclosure Letter, Ohm shall, or shall cause Portables and the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are Portables Subsidiaries (i) substantially the same are in the aggregate compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, including laws relating to the compensation discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee benefits to which such Continuing Employee was entitled immediately prior to terminations, and have not received notice, in any form, that there is any Action involving unfair labor practices against Portables or any of the Company Merger Effective TimePortables Subsidiaries pending, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm are not liable for any arrears of wages or any of its Subsidiaries immediately prior penalty for failure to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or comply with any of its Subsidiaries immediately prior to the Company Merger Effective Timeforegoing, and (iii) substantially the same are not liable for any payment to any trust or to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the aggregate ordinary course of business and consistent with past practice). Without limiting the foregoing, neither Portables nor any Portables Subsidiary has any liability with respect to any misclassification of any Person as (i) an independent contractor rather than as an employee, or (ii) an employee exempt from any overtime Law or regulation. There are no Actions pending or, to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly knowledge of Portables, threatened against Portables or any Portables Subsidiary brought by or on behalf of its Subsidiaries immediately prior any applicant for employment, any current or former employee, any Person alleging to the Company Merger Effective Time if such Continuing Employee was employed by Ohm be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of its Subsidiaries immediately prior to any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortuous conduct in connection with the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaemployment relationship.

Employee Matters. (a) The Parties agree thatParent or an Affiliate of Parent will offer employment, prior to the Closingon such terms and conditions as Parent determines, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its SubsidiariesCompany listed on Schedule 5.12(a) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, such Person is an active employee of the Company as of the Closing Date and (ii) Parent intends for such individual to perform services for Parent or an Affiliate of Parent following the Company Merger Effective TimeClosing. Each such individual who (A) accepts such offer, not discriminate between employees who were covered by Ohm Benefit Plansand (B) executes and delivers the Employment Agreement (in the case of Mxxxxxx Xxxxxxx) or the Other On-Boarding Documentation (as defined below) (in the case of every other Newly Hired Employee) shall be referred to as a “Newly Hired Employee,” and his or her employment or engagement, as applicable, shall be effective as of 12:00:00 a.m. on the one handClosing Date. All Newly Hired Employees who are employed by Parent or another Affiliate of Parent following the Closing Date may, subject to all applicable terms, conditions and eligibility requirements of such employee benefit plans, become participants in the employee benefit plans of Parent or another Affiliate of Parent, as applicable, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and receive employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same similar in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits those provided to similarly-situated Continuing employees of Parent. The Newly Hired Employees employed by Ohm or any shall receive credit for their period of its Subsidiaries immediately prior service with the Company for purposes of eligibility and vesting (and, solely to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior extent relating to the Company Merger Effective Timepaid time off, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoingfor benefit accrual purposes). For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, the parties to this Agreement acknowledge and agree that each Newly Hired Employee’s employment shall be “at will,” and nothing in this Section 6.9(b) herein shall prevent Ohm create any obligation on the part of Parent, Merger Sub or any other Affiliate of its Subsidiaries from converting Parent to continue the method employment of payment any Newly Hired Employee (or the terms of any such employment, including with respect to compensation, principal employment location or benefits) for any Continuing Employee from salaried to an hourly basis or vice versa.fixed period of time following the Closing Date. 44

Employee Matters. (a) The Parties agree thatSubject to any applicable Labor Agreements, prior to the Closinguntil December 31, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time 2017 (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm Parent shall, or and shall cause the applicable Subsidiary of OhmSurviving Corporation to, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same in the aggregate base salary and annual cash bonus opportunities to the compensation and each person who is an employee benefits to which such Continuing Employee was entitled immediately prior to of the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if (each, a “Continuing Employee”) that are no less favorable, in each case, than those in effect immediately prior to the Effective Time, (ii) severance benefits to each Continuing Employee that are no less favorable than those that would have been provided to such Continuing Employee was under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect on the date hereof and (iii) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee stock purchase plan benefits) to Continuing Employees that are substantially comparable in the aggregate to those provided to the Continuing Employees immediately prior to the Effective Time, in the case of clauses (i) and (iii), except to the extent such Continuing Employee’s employment with Parent or its Affiliates is terminated prior to the end of the Continuation Period. In addition, Parent shall, and shall cause the Surviving Corporation to, provide a 2017 long-term incentive award to each Continuing Employee employed by Firefly Parent or its Subsidiaries at the time annual long-term awards are made generally that is no less favorable than the greater of (A) the long-term incentive award made to similarly situated employees of Parent generally or (B) the ordinary course long-term incentive award made by the Company to such employee for 2016, as adjusted in a manner consistent with Parent’s long-term plan for the performance of the Surviving Corporation’s business operations relative to peer group companies. (b) Without limiting the generality of Section 5.08(a), from and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, honor in accordance with their terms all the Company Plans as in effect at the Effective Time, it being understood that the foregoing shall not limit the right of Parent and its Subsidiaries, including the Surviving Corporation, to amend any Company Plan in accordance with its terms. Parent hereby acknowledges that the consummation of the Transactions constitutes a “change in control” or “change of control” (or a term of similar import) for purposes of any Company Plan that contains a definition of “change in control” or “change of control” (or a term of similar import), as applicable. 46 (c) With respect to all employee benefit plans of the Surviving Corporation and its Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Continuing Employee’s service with the Company or any of its Subsidiaries immediately prior (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer was recognized by the Company Merger Effective Time, (iiior such Subsidiary) substantially shall be treated as service with the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly Surviving Corporation or any of its Subsidiaries immediately prior (or in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns); provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) to the extent not recognized by the Company Merger Effective Time if such Continuing Employee was employed for similar purposes, or (iv) for purposes of any plan, program or arrangement (x) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. (d) Without limiting the generality of Section 5.08(a), Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Ohm the Surviving Corporation or any of its Subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Plan immediately prior to the Company Merger Effective Time. Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time or occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (ive) a combination The provisions of this Section 5.08 are solely for the benefit of the foregoing. For the avoidance parties to this Agreement, and no provision of doubt, nothing in this Section 6.9(b5.08 (i) shall prevent Ohm is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise, (ii) obligates Parent or any of its Subsidiaries from converting (including the method Surviving Corporation) to retain the employment of payment any particular employee of the Company or any of its Subsidiaries following the Effective Time or (iii) results in any current or former director, employee, consultant or any other individual associated therewith being regarded for any Continuing Employee from salaried purpose as a third party beneficiary of this Agreement or have the right to an hourly basis or vice versaenforce the provisions hereof. 47 SECTION 5.09.

Employee Matters. (a) The Parties agree that, Employees of the Company or its Subsidiaries immediately prior to the ClosingEffective Time who remain employees of Parent, the Parties shall cooperate in reviewingSurviving Corporation or any of their Affiliates following the Effective Time are hereinafter referred to as the “Continuing Employees”. For the period commencing at the Effective Time and ending twelve (12) months from the Effective Time, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans such longer time as required by applicable Law (in either casesuch period, the “New PlansContinuation Period”) with respect to each employee of Ohm ), Parent shall, or shall cause the Surviving Corporation or any of its Subsidiaries their respective Affiliates to, provide for each Continuing Employee (following i) at least the Closingsame base salary and wage rate provided to such Continuing Employee immediately prior to the Effective Time, including(ii) short-term cash incentive compensation opportunities (excluding, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub any equity or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarlyequity-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefitsbased incentives) that are (i) substantially the same no less favorable in the aggregate than such incentive compensation opportunities provided to the compensation and employee benefits to which each such Continuing Employee was entitled immediately prior to the Company Merger Effective Time and (iii) employee benefits, as determined by Parent in its reasonable discretion, that 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 employee benefits provided to such Continuing Employee immediately prior to the Effective Time, or (iiB) substantially the same in the aggregate similar to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm 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 its Subsidiaries immediately prior their respective Affiliates to provide, severance payments and benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the severance payments and benefits as set forth in Section 6.9(a) of the Company Disclosure Letter. Notwithstanding the provisions of this Section 6.9(a) or as set forth in the remaining subsections of Section 6.9, to the Company Merger Effective Time if extent a Continuing Employee is employed in a jurisdiction where applicable Law requires different treatment of such Continuing Employee was employed Employee’s compensation or benefits entitlements, or such Continuing Employee’s terms of employment are governed by Firefly a collective bargaining, works council or similar agreement, Parent shall, or shall cause the Surviving Corporation or any of its Subsidiaries immediately prior their respective Affiliates to comply with the Company Merger Effective Timerequirements of any such applicable Laws or collective bargaining, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly works council or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versasimilar agreements.

Employee Matters. (a) The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for For a period of 12 twelve (12) months following the Company Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shallParent shall provide, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiariesto be provided, to provide each Continuing Employee compensation and employee benefits (includingEmployee, for to the avoidance of doubtextent still employed, severance payments and benefits) that are (i) substantially the same base compensation and target annual cash incentive opportunities that, in the aggregate each case, are no less favorable than were provided to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to before the Company Merger Effective Time, (ii) equity incentive opportunities that are no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, and (iii) employee benefits (excluding any equity or equity based compensation, employee stock purchase benefits, defined benefit pension benefits, retiree health and welfare benefits, severance benefits and change in control, transaction and retention bonuses or payments) that are substantially the same comparable in the aggregate to the compensation and such employee benefits provided to similarly-situated the Continuing Employees employed Employee by Ohm or any of the Company and its Subsidiaries immediately prior to the Effective Time. Without limiting the generality of the immediately preceding sentence, (A) Parent shall or shall cause the Surviving Corporation to provide to each Continuing Employee who incurs a qualifying termination of employment in accordance with Item 34 of Section 5.1(b) of the Company Merger Disclosure Letter during the one (1)-year period following the Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior with severance benefits equal to the greater of (x) the severance benefits set forth on Section 5.6(a) of the Company Merger Disclosure Letter, and (y) the severance benefits provided to similarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, under the severance arrangements of Parent and its Subsidiaries, and (iiiB) substantially during such one (1)-year period following the same in Effective Time, severance benefits offered to each Continuing Employee shall be determined without taking into account any reduction after the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if in such Continuing Employee was employed by Ohm Employee’s base salary or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoingwage rate. For the avoidance of doubt, nothing Notwithstanding anything provided in this Section 6.9(b5.6(a) shall prevent Ohm or any of its Subsidiaries from converting anything else in this this Agreement to the method of payment for any contrary, each Continuing Employee from salaried to an hourly basis who, at any time during the Continuation Period, is or vice versabecomes covered by a Collective Bargaining Agreement shall solely be provided with compensation, benefits and terms and conditions of employment that meet the requirements of such Collective Bargaining Agreement.

Employee Matters. (a) The Parties agree thatUntil the end of the calendar year in which the Closing Date occurs, prior to but not beyond the Closingdate on which a Continuing Employee’s employment with Parent (excluding other employment with Parent for which a Continuing Employee voluntarily applies), the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub the Company or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time their respective Subsidiaries terminates (the “Continuation Period”), and subject Parent agrees to provide, or to cause one of its Affiliates (including after the Closing, the Company) to provide, each individual employed by the Company immediately prior to the last sentence of this Section 6.9(b)Closing who is retained by Xxxxxx (each, Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each a “Continuing Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefitsEmployee”) that are with (i) the base salary or hourly wages and annual bonus targets that are, in each case no less favorable than those provided to the Continuing Employee immediately prior to the Closing, and (ii) employee benefits that are substantially the same comparable in the aggregate to either (in the compensation and discretion of Parent) (1) the employee benefits provided to which such the Continuing Employee was entitled immediately prior to the Company Merger Effective Time, Closing or (ii2) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm employees of Parent and its Affiliates (in the case of either clause (1) or (2), excluding any equity, equity-based, change in control or severance benefits or any defined benefit retirement benefits). Nothing herein shall prevent Parent or any of its Subsidiaries immediately prior to Affiliates (including, after the Closing, the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately Subsidiaries) from terminating the employment of any Continuing Employee during the Continuation Period in compliance with applicable Law. In addition, Parent shall assume and honor, and shall cause the Surviving Corporation and their respective Affiliates to assume and honor, the terms of the Company’s severance guidelines outlined in Section 6.3(a) of the Company Disclosure Letter and provide the severance payments and benefits required thereunder to any applicable Continuing Employee that experiences a qualifying termination of employment during the Continuation Period, provided that (1) there shall be no duplication of benefits (it being understood that in no event shall the payment of any retention amounts, due under an arrangement in effect prior to the Company Merger Effective TimeClosing, be duplicative of the payment of any severance amounts hereunder), (iii2) substantially Parent may, in its discretion, condition any such severance payments on the same execution and non-revocation of a release of claims (including by waiting until such release of claims is effective before initiating any such severance payments), and (3) the Parent may, in the aggregate its discretion, accelerate any such severance payments (including by making payment in a single lump sum) to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior extent there would be no adverse Tax consequences to the Company Merger Continuing Employee under Section 409A of the Code. Parent hereby acknowledges that the occurrence of the Effective Time if such Continuing Employee was employed by Ohm will constitute a “change in control” (or any similar phrase) within the meaning of its Subsidiaries immediately prior to the Company Merger Effective Time or (ivEmployee Benefit Plans set forth in Section 4.11(a) a combination of the foregoing. For the avoidance of doubtCompany Disclosure Letter that contain provisions triggering payment, nothing vesting or other rights upon a change in this Section 6.9(b) shall prevent Ohm control or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versasimilar transaction.

Employee Matters. (a) The Parties agree thatDuring the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing, or, in the case of clause (ii), December 31, 2011 (or, in either case, if earlier, the date of the employee’s termination of employment with the Company or its Subsidiary), Purchaser shall and shall cause the Company or its Subsidiary to provide each employee who remains employed immediately after the Closing (hereafter referred to as a “Company Continuing Employee,” whether employed by the Company or its Subsidiary) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company or its Subsidiary, as applicable, immediately prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and ; (ii) following target bonus opportunities (excluding equity-based compensation), if any, which are substantially comparable to the target bonus opportunities (excluding equity-based compensation) provided by the Company Merger Effective Timeor its Subsidiary, not discriminate between employees who were covered as applicable, immediately prior to the Closing; (iii) retirement and welfare benefits that are substantially comparable in the aggregate to those provided by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time or its Subsidiary, as applicable, immediately prior to the Closing (the “Continuation Period”excluding retiree medical benefits), it being agreed and subject to understood that all retirement and welfare benefit plans offered by the last sentence of this Section 6.9(b), Ohm Subsidiary shall, or shall cause the applicable Subsidiary as a matter of Ohmlaw, including Firefly be assumed and its Subsidiaries, to provide each Continuing Employee compensation continued by Purchaser; and employee (iv) severance benefits (including, for the avoidance of doubt, severance payments and benefits) that are (i) substantially the same comparable in the aggregate to the compensation and employee benefits to which practice, plan or policy in effect for such Company Continuing Employee was entitled immediately prior to the Closing. Purchaser shall assume and honor, and shall cause the Company Merger Effective Timeand its Subsidiary to assume and honor, (ii) substantially and, if applicable, Seller shall assign to Purchaser all of Seller’s and its Affiliates’ rights under, all employment agreements, Plans and Other Benefit Obligations of the same Company’s Subsidiary, and all liabilities thereunder in the aggregate accordance with their terms as in effect immediately before Closing, to the compensation extent previously disclosed to Purchaser and, subject to any amendment or termination thereof that may be permitted by such terms or applicable Legal Requirements; provided that under no circumstances shall Purchaser assume any obligation to provide equity, equity-based, or long-term incentive awards and employee benefits Seller shall retain all such obligations that arise prior to the Closing or otherwise under any Other Benefit Obligation. Purchaser shall also assume and honor the Other Benefit Obligations maintained by the Company for its employees, which are not sponsored or maintained by Seller for any employees other than those of the Company, including but not limited to vacation, sick leave, and other paid leaves of absence and subject to any amendment or termination thereof that may be permitted by such terms or applicable Legal Requirements. Except as expressly provided to similarly-situated Continuing Employees employed by Ohm for in this Section 7.6, Seller shall retain all other Plans and Other Benefit Obligations in which employees of the Company or any of its Subsidiaries Subsidiary may participate immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaClosing.