Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of Following the Effective Time, each Continuing Employee receives full credit for all purposes for service with Newco at its election shall either (i) provide generally to officers and employees of Mellon and its Subsidiaries, who at or after the Company Effective Time become employees of Newco or any of its Subsidiaries (“Mellon Continuing Employees”), employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated officers and employees of BNY and its Subsidiaries, who at or predecessor employers to after the extent the Company provides such past service credit) under the comparable employee benefit plansEffective Time become employees of Newco or its Subsidiaries (“BNY Continuing Employees”), programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, and/or (ii) maintain for the benefit of the Mellon Continuing Employees, the Compensation and Benefit Plans maintained by Mellon immediately prior to the extent First Effective Time (“Mellon Plans”); provided that such credit was not recognized Newco may amend any Mellon Plan to comply with any Law or as necessary and appropriate for other business reasons. Following the First Effective Time, Newco at its election shall either (x) provide generally to BNY Continuing Employees, employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the comparable Plan same as for similarly situated Mellon Continuing Employees, and/or (y) maintain for the benefit of the Company or its Subsidiaries BNY Continuing Employees, the Compensation and Benefits Plans maintained by BNY immediately prior to the Effective Time (“BNY Plans”); provided that Newco may amend any BNY Plan to comply with any Law or if there was not comparable Plan in place prior as necessary and appropriate for other business reasons. For purposes of this Section 5.17, Compensation and Benefit Plans maintained by BNY or Mellon are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as practicable following the Effective Time, or (iii) Newco shall review, evaluate and analyze the Mellon Plans and the BNY Plans with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, a view towards developing appropriate and effective Compensation and Benefit Plans for the benefit of any employees of Newco and its Subsidiaries on a going forward basis that does not discriminate between the Mellon Continuing Employees and the BNY Continuing Employees (together, the “Continuing Employees”). Newco will honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, the Continuing Employees, Parent shall use commercially reasonable efforts toincluding, (i) cause to be waived without limitation, any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied benefits or waived under rights arising as a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions result of the plans maintained by Parent, the Surviving Corporation Merger (either alone or such Affiliate, as applicable, for such plan yearin combination with any other event).

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the Surviving Corporation or its Subsidiaries, to ensure that, as of individuals who are employed by the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company Partnership or any of its the Partnership Subsidiaries immediately before the Effective Time (or predecessor employers to the extent the Company provides “Current Employees”) and who continue employment during such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place Current Employees immediately prior to the Effective Time, or (iiiii) with respect a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Current Employees immediately prior to the Effective Time, and (iiiii) cause each Continuing employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to be given credit under severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such plan for all amounts paid by Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Continuing Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar Company Plan for agreement or arrangement between such Current Employee and the plan year in which such participation commences for purposes Partnership or any of applying deductiblesits affiliates. Parent shall honor and comply with, co-payments or cause its applicable Subsidiary to honor and out-of-pocket maximums as though such amounts had been paid in accordance with comply with, the terms and conditions severance agreements set forth on Section 5.7(a) of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearPartnership Disclosure Schedule.

Employee Matters. (a) Parent shallshall take such action as may be necessary so that on and after the Effective Time, and for one year thereafter, officers and employees of the Company and its Subsidiaries not covered by any collective bargaining agreement or shall cause labor contract who remain employed after the Surviving Corporation Closing by Parent or any member of its “controlled group” within the meaning of Section 414 of the Code (the “Parent Group”), including the Company or its Subsidiaries, are provided base salary, base wages and annual and incentive compensation opportunities and employee benefits (including defined benefit and retiree health), plans and programs (excluding such plans relating to ensure thatequity-based compensation arrangements) which, as in the aggregate, are no less favorable than those made available by the Company and its Subsidiaries to its officers and employees immediately prior to the Effective Time. To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and vesting in all benefits provided by the Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Employee Benefit Plans of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any such officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by such officers and employees of the Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, after the Effective Time, each Continuing Employee receives full credit for all purposes for service with be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of the Parent Group to the same extent as if such amounts had, when paid, been paid under such health plans of the Parent Group. Nothing contained in this Section 5.5(a) shall create any rights in any officer or employee of the Company or any of its Subsidiaries in respect of continued employment for any specified period of any nature or kind whatsoever or, except as set forth in the following sentence, limit Parent’s or the Surviving Corporation’s power to amend or terminate any particular Employee Benefit Plan or require (and the Company shall take no action that would require) the Parent or predecessor employers Surviving Corporation to continue any particular Employee Benefit Plan. To the extent that an agreement listed in Schedule 3.1(m) of the Company provides such past service credit) under Disclosure Letter obligates the comparable employee benefit plansCompany to require a purchaser or merger partner to assume the terms of that agreement, programs Parent agrees to recognize, and policies of Parent, cause the Surviving Corporation or any Affiliate to recognize, the entity that is a party to such an agreement as the exclusive bargaining representative of the Surviving Corporation, as applicable, in which such employee is eligible covered employees and to participate for purposes of eligibility to participate, entitlement to benefits, vesting adopt and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or cause the Surviving Corporation or any Affiliate of the Surviving Corporationto adopt, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms of that agreement and conditions any related and current memorandums of agreement between the plans maintained by Parent, the Surviving Corporation or Company and such Affiliate, as applicable, for such plan yearentity.

Employee Matters. (a) Parent shallPrior to Closing, or each party shall cause deliver to the Surviving Corporation or other a list of employees of its Subsidiariesstations that it does not intend to retain after Closing. The acquiring party may interview and elect to hire such listed employees, to ensure that, as but not any other employees of the Effective Time, each Continuing Employee receives full credit for all purposes for service with conveying party. The acquiring party is obligated to hire only those employees that are under employment contracts (and assume the Company obligations and liabilities under such employment contracts) which are included in the Clear Channel Station Contracts or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accrualsExchange Party Station Contracts. With respect to each health or employees potentially to be hired by the acquiring party, to the extent permitted by law the conveying party shall provide access to its personnel records and such other information as may be reasonably requested prior to Closing. With respect to employees hired by the acquiring party ("Transferred Employees"), the conveying party shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter the acquiring party shall be responsible for all such obligations payable by it. The acquiring party shall cause all Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Sections 3(1) and 3(2) of ERISA, respectively) in which the acquiring party's similarly-situated employees are generally eligible to participate; provided, however, that all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage under any employee welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application that is a group health plan on account of any pre-existing condition limitations under such plan condition) to the extent that provided under such requirements and limitations were satisfied employee welfare benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or waived under a comparable Plan immediately prior differential benefits based on length of service in any such employee welfare benefit plans for which Transferred Employees may be eligible after Closing, the acquiring party shall ensure, to the Effective Timeextent permitted by applicable law (including, without limitation, ERISA and the Code), that service with the conveying party shall be deemed to have been service with the acquiring party. No such service credit must be granted with respect to participation or eligibility in any employee pension benefit plan. In addition, the acquiring party shall ensure, to the extent permitted by applicable law (ii) cause each Continuing Employee to be given including, without limitation, ERISA and the Code), that Transferred Employees receive credit under such any welfare benefit plan of the acquiring party for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, deductibles or co-payments paid by Transferred Employees and out-of-pocket maximums their spouses and dependents for the current plan year under a plan maintained by the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as though such amounts had been paid in accordance employees of the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall assume and discharge the conveying party's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the conveying party. From and after Closing, Exchange Party shall cooperate with the terms reasonable requests of Clear Channel to continue to withhold from the pay checks of Transferred Employees who have outstanding loan balances in Clear Channel's 401(k) Savings Plan, and conditions of Exchange Party shall remit such withheld amounts to Clear Channel in a timely fashion such that the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearoutstanding loans do not go into default.

Employee Matters. (a) Parent Except as provided in the following sentence, on the Closing Date, CCE shall terminate the active participation of the Affected Employees in all of the Employee Benefit Plans listed in Sections 3.12(a) and 3.12(b) of the CCE Disclosure Letter, except for (i) the Benefit Programs and Agreements listed as Items 5 and 6 in Section 3.12(b) of the CCE Disclosure Letter, (ii) the TPC VEBA and (iii) the life and long term disability insurance coverage contemplated by Section 5.5(b). Prior to the Closing Date, CCE shall, or shall cause TPC to, terminate the Surviving Corporation TPC Severance Plan. CCE shall notify Affected Employees of the termination of such active participation and the termination of the TPC Severance Plan prior to the Closing Date. Subject to the provisions of this Agreement, after the Closing Date, TPC shall be solely responsible for all obligations and Liabilities with respect to the Benefit Programs and Agreements listed as Items 5 and 6 in Section 3.12(b) of the CCE Disclosure Letter, the TPC VEBA, the retiree medical benefits addressed in Section 5.5(e), the accrued vacation days addressed in Section 5.5(c), the flexible benefit plan accounts addressed in Section 5.5(h), and each employee benefit policy, plan, agreement or arrangement that TPC, ETP or an Affiliate of either establishes, maintains or contributes to with respect to the TPC Employees, on or after the Closing Date, and no such obligations or Liabilities shall be assumed or retained by CCE or its SubsidiariesAffiliates. ETP shall, or shall cause TPC to, honor any continuing pay or salary obligations and any applicable legal or contractual rights to ensure thatreinstatement with respect to all Affected Employees. Except as provided in the preceding provisions of this Section 5.5(a) and in Section 5.5(e), as CCE shall retain all obligations or Liabilities and assets with respect to current and former TPC Employees and any Shared Service Employees who do not become Transferring Shared Service Employees in accordance with Section 5.5(g) or otherwise under all of the Effective Time, each Continuing Employee receives full credit for Benefit Plans listed in Sections 3.12(a) and 3.12(b) of the CCE Disclosure Letter and all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable other employee benefit plans, programs policies and policies arrangements of ParentCCE and its ERISA Affiliates, the Surviving Corporation and no such obligations or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit Liabilities shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company assumed or retained by ETP or its Subsidiaries prior to Affiliates, including after the Effective Time or if there was not comparable Plan in place prior to the Effective Timetransactions contemplated hereby, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearTPC.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, As soon as of administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Continuing Employee receives full credit for all purposes for service Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or predecessor employers to the extent the any) employer contributions or other benefit subsidies as Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which such employee is employees of Company and its Subsidiaries are eligible to participate participate, to recognize, for purposes of determining eligibility to participateparticipate in, entitlement and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to benefitsthe same extent as such service was credited for such purpose by Company or its Subsidiaries, vesting and determination and, solely for purposes of level Purchaser’s vacation programs, for purposes of benefits; determining the benefit amount, provided, however, that such credit service shall not be provided (i) recognized to the extent that such credit recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, (ii) nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained permitted by Parent or the Surviving Corporation or their terms at any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid time permitted by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearterms.

Employee Matters. (a) Parent The Buying Entities shall, and shall cause their Subsidiaries to, honor in accordance with their terms all agreements, contracts, arrangements, commitments and understandings described in Schedule 5.11 of the Company Disclosure Schedule. (b) Except with respect to accruals under any defined benefit pension plans, the Buying Entities will, or shall will cause the Surviving Corporation or Entity and its SubsidiariesSubsidiaries to, give all active employees of the Company who continue to ensure that, be employed by the Company as of the Effective Time, each Time ("Continuing Employee receives Employees") full credit for all purposes of eligibility, vesting and determination of the level of benefits under any employee benefit plans or arrangements maintained by Buyer, the Surviving Entity or any Subsidiary of Buyer or the Surviving Entity for such Continuing Employees' service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan Subsidiary of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place same extent recognized by the Company immediately prior to the Effective Time. The Buying Entities will, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or will cause the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts Entity and its Subsidiaries to, (i) cause waive all limitations as to be waived any preexisting conditions exclusions and waiting period requirements, insurability periods with respect to participation and coverage requirements and the application of any pre-existing condition limitations under such plan applicable to the extent Continuing Employees under any welfare plan that such requirements employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and limitations were that have not been satisfied or waived as of the Effective Time under a comparable Plan any welfare plan maintained for the Continuing Employees immediately prior to the Effective Time, and (ii) cause provide each Continuing Employee to be given with credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-deductibles paid prior to the Effective Time in satisfying any applicable deductible or out- of-pocket maximums as though requirements under any welfare plans that such amounts had been paid employees are eligible to participate in accordance after the Effective Time. (c) The Buying Entities shall not, and shall not permit the Surviving Entity or any of its Subsidiaries to, at any time prior to 90 days following the date of the Closing, without complying fully with the terms notice and conditions other requirements of the plans maintained by ParentWorker Adjustment Retraining and Notification Act of 1988 (the "WARN Act"), effectuate (i) a "plant closing" as defined in the WARN Act affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Surviving Corporation Entity or such Affiliateany of its Subsidiaries; or (ii) a "mass layoff" as defined in the WARN Act affecting any single site of employment of the Surviving Entity or any of its Subsidiaries; or any similar action under applicable state, as applicable, for such plan year.local or foreign law requiring notice to employees in the event of a plant closing or layoff. SECTION 5.12

Employee Matters. (a) Parent shallFollowing the Closing Date, or United shall cause the Surviving Corporation or provide to employees of Tidelands who continue employment with United (“Tidelands Continuing Employees”) medical, dental, vacation and long-term disability benefits, medical and dependent care flexible spending accounts and life insurance (collectively, “Employee Benefits”), on terms and conditions consistent in all material respects with those then currently provided by United to its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for other similarly-situated employees. For purposes of eligibility to participateparticipate and any vesting determinations (but not benefit accruals) in connection with the provision of any such Employee Benefits by United to the Tidelands Continuing Employees, entitlement service with Tidelands prior to benefits, vesting and determination of level of benefits; provided, that such credit the Closing Date shall not be provided (i) counted to the extent that such credit would result service was counted under the similar plan of Tidelands. The Tidelands Continuing Employees’ prior service with Tidelands shall also be credited for purposes of all waiting periods for participation in a duplication any of benefits, (ii) such Employee Benefits to the extent that such credit service was not recognized counted under the comparable Plan similar plan of the Company or its Subsidiaries prior Tidelands. United shall also waive all restrictions and limitations for preexisting conditions under United’s Employee Benefit plans, to the Effective Time extent such restrictions or if there was limitations would not comparable Plan in place prior or currently do not apply to the Effective Time, or (iii) with respect to benefit accrualsTidelands Continuing Employees under the similar plan of Tidelands. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent United shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and provide the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Tidelands Continuing Employee to be given Employees with credit under United’s health, dental and vision plans, for the plan year of such plan plans which include the Closing Date, for all the aggregate amounts paid by such Continuing Employee employees as a deductible under any similar Company Plan Tidelands’ health, dental and vision plans for the plan year in of such plans which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with includes the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearClosing Date.

Employee Matters. (a) Parent All individuals employed by, or on an authorized leave of absence from, Seller or any of its Subsidiaries immediately before the Effective Time (collectively, the “Covered Employees”) shall automatically become employees of Buyer and its affiliates as of the Effective Time. Immediately following the Effective Time, Buyer shall, or shall cause its applicable Subsidiaries to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the Surviving Corporation or its Subsidiariesaggregate, to ensure that, the aggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to such Covered Employees under the Seller Benefit Plans as of in effect immediately before the Effective Time; provided, each Continuing Employee receives full credit for all purposes for service with however, that, notwithstanding the Company foregoing, nothing contained herein shall (i) be treated as an amendment of any particular Seller Benefit Plan, (ii) give any third party any right to enforce the provisions of this Section 6.5, (iii) limit the right of Buyer or any of its Subsidiaries (to terminate the employment of any Covered Employee at any time or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation require Buyer or any Affiliate of the Surviving Corporation, as applicable, in which its Subsidiaries to provide any such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination rates of level of benefits; provided, that base salary or hourly wage or annual bonus opportunities for any period following any such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, termination or (iiiiv) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation obligate Seller, Buyer or any Affiliate of their respective Subsidiaries to (A) maintain any particular Seller Benefit Plan or (B) retain the Surviving Corporation, as applicable, for the benefit employment of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearparticular Covered Employee.

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

Employee Matters. (a) Parent shall, or shall cause With respect to any Benefit Plan in which (x) any employee of New Polaris and the Surviving Corporation or its Subsidiaries, to ensure that, New Polaris Subsidiaries who is employed as of immediately prior to the Sirius-Polaris Merger Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company Time and who remains an employee of New Polaris or any of its Affiliates upon the Sirius-Polaris Merger Effective Time (each, a “New Polaris Continuing Employee”), (y) any employee of Sirius and the Sirius Subsidiaries (or predecessor employers who is employed as of immediately prior to the Sirius-Polaris Merger Effective Time and who becomes an employee of New Polaris or any of its Affiliates at the Sirius-Polaris Merger Effective Time (each, a “Sirius Continuing Employee”) or (z) any employee of Constellation and the Constellation Subsidiaries who is employed as of immediately prior to the Constellation-Polaris Merger Effective Time and who becomes an employee of New Polaris or any of its Affiliates at the Constellation-Polaris Merger Effective Time (each, a “Constellation Continuing Employee” and collectively, with the New Polaris Continuing Employees and the Sirius Continuing Employees, the “Continuing Employees”) first becomes eligible to participate on or after the Applicable Effective Time and in which such Continuing Employee did not participate prior to the Applicable Effective Time, New Polaris shall take commercially reasonable efforts, subject to the approval of any applicable insurance carrier, to (1) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans to be waived with respect to the Continuing Employees and their eligible dependents, (2) give each Continuing Employee credit for the plan year in which the Applicable Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Applicable Effective Time (to the same extent the Company provides that such past service credit) credit was given under the comparable employee benefit plansanalogous Polaris Plan, programs and policies of Parent, the Surviving Corporation Constellation Plan or any Affiliate of the Surviving CorporationSirius Plan, as applicable, in prior to the Applicable Effective Time), for which payment has been made and (3) give each Continuing Employee service credit for such employee is eligible to participate Continuing Employee’s employment with New Polaris and any of its Affiliates, Sirius and the Sirius Subsidiaries or Constellation and the Constellation Subsidiaries (or their respective predecessor entities), as applicable, for purposes of vesting, benefit accrual and eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided participate under each applicable Benefit Plan (i) to the extent that such credit service is taken into account under the applicable Benefit Plan), as if such service had been performed with such party, except for benefit accrual under defined benefit pension plans or retiree medical plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as As of the Effective Time, the Employees of the Acquired Companies shall continue employment in the same positions and at the same level of base wages and/or base salary and without having incurred a termination of employment or separation from service; provided, however, except as may be specifically required by applicable law or any contract, neither the Parent and its Affiliates, on the one hand, nor any Employee, on the other hand, shall be obligated to continue any employment relationship or any specific terms of employment for any specific period of time. For at least two years following the Effective Time, each Continuing Employee receives full credit for all purposes for service with covered by the severance policy set forth in Part 4.9 of the Company Disclosure Schedule shall, upon termination of his or any her employment by Parent, one of its Subsidiaries Affiliates or one of the Acquired Companies (whichever may apply) other than for cause (a "Qualifying Termination"), receive the severance payment set forth in such Schedule. For purposes of this paragraph, cause means termination for reason of: (i) willful misconduct or predecessor employers negligence in the performance of one's duties, agreements or obligations as an Employee or failure to perform such other than because of illness, injury or illegal acts by the extent the Company provides such past service creditEmployee, or (ii) under the comparable employee benefit plansviolation of Parent and its Affiliates' Code of Conduct and applicable policies relating to work rules and personal conduct. For purposes of this Section 4.9, programs and policies of an Employee will be deemed to have incurred a Qualifying Termination if Parent, the Surviving Corporation or any Affiliate of the Surviving CorporationAcquired Company (whichever may apply) requires that such Employee, as applicablea condition to continued employment, in which change the principal location of his or her employment to a location outside a 50-mile radius from the principal location of his or her employment at the Effective Time and such employee is eligible not willing to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to relocate. To the extent that such credit would result in a duplication any comparable employee benefit plan, program or policy of benefits, Parent and its Affiliates (iiother than the Acquired Companies) is made available following the Effective Time to the extent that such credit was not recognized under the comparable Plan any person who is an Employee of the Company or its Subsidiaries Acquired Companies immediately prior to the Effective Time and to the extent permissible under any applicable provisions of the Code and ERISA: (i) service with Acquired Companies by any Employee prior to the Effective Time shall be credited for eligibility and vesting purposes for purposes of qualifying for any additional benefits tied to periods of service under such plan, program or if there was policy, but not comparable Plan for benefit accrual purposes, and (ii) with respect to any welfare benefit plans in place which such Employees may participate, Parent and such Affiliates shall cause such plans to provide credit for any co-payments or deductibles by such Employees and waive all pre-existing condition exclusions and waiting periods, other than limitations or waiting periods that have not been satisfied under applicable welfare benefit plans maintained by the Acquired Companies for their Employees prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.

Employee Matters. (a) From the Effective Time until the date that is twelve (12) months following the Effective Time, Parent shall, or shall cause the Surviving Corporation, to either (1) continue certain Benefit Arrangements, (2) permit employees of the Company and its Subsidiaries who continue employment with Parent or the Surviving Corporation following the Effective Time (“Continuing Employees”) and, as applicable, their eligible dependents, to participate in the employee welfare benefit plans, programs or policies (including any vacation, sick, personal time off plans or programs) of Parent or its affiliates and any plan of Parent intended to qualify within the meaning of Section 401(a) of the Code (collectively referred to as the “Parent Plans”), or (3) a combination of clauses (1) or (2); provided, however, that the employee welfare and retirement benefits provided to Continuing Employees and, as applicable, their eligible dependents are comparable in the aggregate to the employee welfare and retirement benefits maintained for and provided to Continuing Employees immediately prior to the Effective Time. To the extent that Parent elects to have Continuing Employees and their eligible dependents participate in the Parent Plans, and to the extent permitted by applicable Law, applicable Tax qualification requirements, and the terms and conditions of each such Parent Plan, and subject to any applicable break in service or similar rule, Parent shall, or shall cause the Surviving Corporation or its Subsidiariesto: (A) recognize the prior service with the Company, to ensure thatincluding predecessor employers, as of the Effective Time, each Continuing Employee receives full credit for in connection with all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, Parent Plans in which such employee is Continuing Employees are eligible to participate for purposes of eligibility to participateparticipate and vesting (but not for purposes of benefit accruals under any defined benefit pension plan, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit recognition would result in a duplication of benefits, (ii) or to the extent that such credit service was not recognized under a comparable Benefit Arrangement); (B) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its affiliates to be waived with respect to Continuing Employees and their eligible dependents to the extent such Continuing Employees and their eligible dependents were not subject to such preexisting conditions and limitations and eligibility waiting periods under the comparable Plan Benefit Arrangement as of the time immediately preceding the Closing, and (C) if any Benefit Arrangement of the Company or its Subsidiaries that is a group health plan is terminated prior to the Effective Time end of such Benefit Arrangement’s plan year, provide each Continuing Employee with credit for any deductibles or if there was not comparable Plan out of pocket expenses paid under such Benefit Arrangement during the portion of the plan year, in place prior effect at the time Continuing Employees are transitioned to Parent Plans, that overlaps the plan year of the Parent Plans in satisfying any applicable deductible or out of pocket requirements under the Parent Plans in which such Continuing Employees are eligible to participate to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the same extent that such requirements and limitations expenses were satisfied or waived recognized under a the comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearBenefit Arrangement.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, take such action as of may be necessary so that at the Effective Time, each Continuing Employee receives full credit and for all purposes one year thereafter, for service with the officers and employees who are employed by the Company or any of its Subsidiaries as of the Effective Time (collectively, the “Employees”) and who remain employed after the Closing by Parent or predecessor employers any of its Affiliates, including the Company or its Subsidiaries (collectively, the “Parent Group”), are provided base salary, base wages and annual and incentive compensation opportunities and employee benefits (excluding defined benefit, retiree health and equity-based compensation arrangements) that, in the aggregate, are substantially comparable to those made available by the Company or its applicable Subsidiary to such officers and employees immediately prior to the Effective Time. To the extent the Company provides such past service credit) under the comparable employee benefit plansnot duplicative of benefits, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement calculation of benefits and vesting in all benefits provided by the Parent Group to benefitsthe Employees, vesting the Employees will be credited under any applicable Parent Group employee benefit plan with their years of benefits eligibility service with the Company and determination its Subsidiaries and any predecessors thereof to the extent such service was so recognized under analogous Employee Benefit Plans of level the Company and its Subsidiaries prior to the Effective Time. The eligibility of benefits; provided, that such credit any Employee to participate in any welfare benefit plan or program of the Parent Group shall not be provided (i) subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the extent that such credit would result in a duplication of benefits, (ii) to Effective Time. Amounts paid before the extent that such credit was not recognized Effective Time by Employees under the comparable Plan any health plans of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to shall, after the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year taken into account in which such participation commences for purposes of applying deductibles, co-payments deductible and out-of-pocket maximums limits applicable under the health plans of the Parent Group to the same extent as though if such amounts had had, when paid, been paid in accordance with the terms and conditions under such health plans of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearParent Group.

Employee Matters. (aA) Parent shallExcept with respect to the TCBI Employee Plans described in Section 7.13(D), or as otherwise agreed in writing by the Parties, to the extent requested by BFST in writing delivered to TCBI on or prior to the earlier of: (i) at least 20 Business Days before the Closing Date, or (ii) 10 Business Days prior to the commencement of any notice period required to effectuate the termination of such TCBI Employee Plan, TCBI or its appropriate Subsidiary will execute and deliver such instruments and take such other actions as BFST may reasonably require to cause the freeze, amendment or termination of any TCBI Employee Plan, with terms satisfactory to BFST and in accordance with all Legal Requirements, to be effective as of the Business Day immediately prior to the Closing Date or at any time thereafter in the sole discretion of BFST. The Parties recognize that some winding up of such TCBI Employee Plans may need to be completed following the Closing Date. BFST agrees that, with respect to the employees of TCBI and its Subsidiaries who continue their employment after the Closing Date (the “TCBI Employees”), for a period of twelve (12) months immediately following the Closing Date (or such shorter period if an applicable employee’s employment earlier terminates), BFST shall or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility continue to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided provide (i) to each TCBI Employee, (a) a base salary or hourly wage rate, as applicable, and (b) annual cash bonus opportunity, if applicable, that is not less than the extent that amount listed on Section 7.13(B) of the Schedules with respect to such credit would result in a duplication of benefitsTCBI Employee, and (ii) to the extent TCBI Employees as a whole, benefits that such credit was not recognized under are substantially comparable, in the comparable Plan of the Company or its Subsidiaries prior aggregate, to the Effective Time or if there was not comparable Plan in place prior benefits provided to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan TCBI Employees immediately prior to the Effective Time. BFST agrees that the TCBI Employees will be entitled, and (ii) cause each Continuing subject to Section 7.13(B), to participate to the same extent as newly hired employees in the BFST Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductiblesPlans, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the respective terms of such plans and conditions programs, and BFST will take all actions reasonably necessary or appropriate to ensure coverage of the TCBI Employees in such plans maintained by Parentand programs from and after the Closing Date, except to the Surviving Corporation extent that BFST desires to maintain the effectiveness of any TCBI Employee Plan providing a substantially similar benefit. In the latter circumstance, TCBI or its appropriate Subsidiary will execute and deliver such Affiliate, instruments and take such other actions as applicable, for BFST may reasonably require in furtherance of the transfer of such TCBI Employee Plan to BFST on terms satisfactory to BFST and in accordance with all Legal Requirements. The parties will cooperate to take all actions necessary and appropriate to effectuate the plan yearto plan transfer.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, As soon as of administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that Employees of Company and its Subsidiaries shall be entitled to participate in each Continuing Employee receives full credit for all purposes for service benefit plan of Purchaser or its Subsidiaries of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the Employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans; provided that coverage shall be continued under corresponding Company Benefit Plans until such Employees are permitted to participate in the Purchaser Eligible Plans; provided further, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company or any of its Subsidiaries under any discretionary equity compensation plan of Purchaser or to provide the same level of (or predecessor employers to the extent the any) employer contributions or other benefit subsidies as Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which such employee is Employees of Company and its Subsidiaries are eligible to participate participate, to recognize, for purposes of determining eligibility to participateparticipate in, entitlement and vesting of, benefits under the Purchaser Eligible Plans, the service of such Employees with Company and its Subsidiaries to benefitsthe same extent as such service was credited for such purpose by Company or its Subsidiaries, vesting and determination and, solely for purposes of level Purchaser’s vacation programs, for purposes of benefitsdetermining the benefit amount; provided, however, that such credit service shall not be provided (i) recognized to the extent that such credit recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until Employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, and subject to subsections (iib) and (g) of this Section 6.5, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained permitted by Parent or the Surviving Corporation or their terms at any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid time permitted by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearterms.

Employee Matters. (a) Parent shall, or shall cause From and after the Surviving Corporation or its Subsidiaries, to ensure that, as of the Astro Effective Time, each Continuing Employee receives full credit for HoldCo and the Surviving Entities shall (i) recognize the applicable union(s) designated in Section 4.14(a) of the Company Disclosure Letter as the exclusive representative of the applicable bargaining unit referenced on such Schedule; (ii) continue to honor all purposes for service with Company Benefit Plans (including by adopting or otherwise continuing to honor all collective bargaining agreements and other contracts between the Company or any of its Subsidiaries and any labor union or other representative of employees) and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Astro Effective Time, including continuing to provide medical benefits under a HoldCo Plan (as defined below) to any Company retiree who is receiving medical benefits from the Company immediately prior to the date of this Agreement that are substantially similar to the benefits being received immediately prior to the Astro Effective Time; (iii) fully vest any Company Pension Plan participant in such participant’s pension benefit upon the occurrence of an Involuntary Termination that occurs within the earlier of one hundred eighty (180) days after the Closing Date or predecessor employers December 31, 2017; and (iv) cause any employee benefit plans and compensation arrangements established, maintained or contributed to by HoldCo, Parent or any of their Affiliates (including the Company and its Subsidiaries) that cover any of the Continuing Employees following the Closing (collectively, the “HoldCo Plans”) to (except to the extent prohibited by any collective bargaining agreement or obligation): (x) recognize the pre‑Closing service of participating Continuing Employees with the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate its Subsidiaries for purposes of vesting and eligibility to participateparticipate (but not for purposes of benefit accrual), entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) except to the extent that such service credit would result in a duplication of benefitsbenefits for the same period, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iiiy) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving CorporationHoldCo Plan that provides medical benefits, as applicable, waive any pre‑existing condition limitations for the benefit of any participating Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (iiz) cause provide credit to each participating Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for prior to the plan Closing during the year in which such participation commences the Closing occurs under any analogous Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of such HoldCo Plan; provided, that nothing herein shall limit the right of the plans maintained by ParentCompany, HoldCo or the Surviving Corporation Entities to amend or terminate such Affiliateplans, as applicable, for such plan yeararrangements and agreements in accordance with their terms.

Employee Matters. (a) Parent shallSimultaneously with the Merger, or shall cause the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. The Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) plan, including but not limited to, termination of such plan. As of the Effective Time, the Surviving Corporation shall honor and satisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Company Benefit Plan after the Effective Time, and any Company Benefit Plan may be amended or terminated in accordance with its Subsidiariesterms and applicable law. To the extent that any Company Benefit Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Surviving Corporation shall arrange for each individual who is then a participant in such terminated or amended plan to ensure that, participate in a comparable benefit plan maintained by Surviving Corporation in accordance with the eligibility criteria thereof. All welfare benefit plans of the Parent or the Surviving Corporation in which the Company's employees participate after the Effective Time shall provide coverage for preexisting health conditions to the same extent those conditions were covered under the applicable plans or programs of the Company as of the Effective Time, each Continuing Employee receives full credit for and all purposes for service limitations as to pre-existing conditions, exclusions and waiting periods shall accordingly be waived with the Company or any of its Subsidiaries (or predecessor employers respect to the extent the Company provides such past service credit) participation and coverage under the comparable employee benefit those plans, programs and policies other than limitations or waiting periods already in effect with respect to one or more Company employees which had not been satisfied as of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other under any welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Company employees immediately prior to the Effective Time. In addition, under each such welfare benefit plan of the Parent or the Surviving Corporation, the outstanding claims and expenses incurred by the Company's employees under each corresponding welfare benefit plan of the Company for the portion of the plan year preceding the Effective Time shall be recognized, and (ii) cause each Continuing Employee to the Company's employees shall be given credit under such plan for all amounts paid by such Continuing Employee them under any similar Company Plan each corresponding benefit plan of the Company, for the portion of the plan year in which such participation commences preceding the Effective Time, for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, successor welfare benefit plan of the Parent or the Surviving Corporation or such Affiliate, as applicable, for such plan yearCorporation.

Employee Matters. (a) Parent shallPurchaser agrees that Purchaser shall provide, or shall cause to be provided, with respect to each Business Employee who continues to remain employed with the Surviving Corporation Bank and the Transferred Subsidiaries following the Effective Time (each, a “Continuing Employee”), (i) during the period commencing at the Effective Time and ending on the one (1) year anniversary of the Closing Date, (x) base salary or its Subsidiaries, to ensure thatbase wage, as applicable, which is no less favorable than that provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee, (y) total compensation opportunities (other than base salary or base wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, which are no less favorable in the aggregate than the total compensation opportunities (other than base salary or base wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee, and (z) subject to the applicable Continuing Employee’s execution and non-revocation of a release of claims, severance benefits that are no less favorable than the severance benefits provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee as such benefits are set forth on Section 5.10(a) of the Sellers’ Disclosure Schedule, and (ii) during the period commencing at the Effective TimeTime and ending on December 31 of the calendar year in which the Effective Time occurs, each Continuing Employee receives full credit for all purposes for service with other benefits (including, but not limited to, pension, welfare and paid time off benefits) that are substantially comparable in the Company or any of its aggregate to those provided by the Bank and the Transferred Subsidiaries (or predecessor employers immediately prior to the Effective Time to each such Continuing Employee. (b) To the extent the Company provides such past service credit) permitted by applicable Law, for purposes of vesting, benefit accrual, vacation and sick time credit and eligibility to participate under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting Purchaser and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior which may provide benefits to any Continuing Employee after the Effective Time (the “New Plans”) and the Benefit Plans, each Continuing Employee shall be credited with his or if there was not comparable Plan in place prior to her years of service with Sellers, the Bank and the Transferred Subsidiaries and their respective predecessors or Affiliates before the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the same extent that as such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to Continuing Employee was entitled, before the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.,

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as For a period of not less than one (1) year following the Effective Time, each Continuing Employee receives full credit for Parent shall provide all purposes for service with individuals who are employees of the Company or any of and its Subsidiaries (or predecessor employers to on the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, Effective Time so long as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan they remain employees of the Company or its Subsidiaries prior to (including employees who are not actively at work on account of illness, disability or leave of absence) on the Effective Time or if there was not comparable Plan in place prior to (taken as a whole, the Effective Time“Affected Employees”), or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and annual base salary or hourly wage rates no less than the application annual base salary or hourly wage rates as in effect for such Affected Employee as of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, Time and (ii) cause each Continuing Employee other compensation and employee benefits (whether pursuant to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the compensation or benefit plans maintained by Parent, the Surviving Corporation or such Affiliateany other Subsidiary of Parent) that are no less favorable, as applicablein the aggregate, than the other compensation and employee benefits that are provided generally to similarly situated employees of Parent; provided, however, that (x) for such purposes of determining “other compensation and employee benefits” required to be provided pursuant to clause (ii) above, incentive compensation, change in control bonuses, supplemental executive retirement benefits and any benefits that may result in excise taxes being imposed on the Company or the Surviving Corporation shall be excluded. Nothing contained in this Section 7.9 shall be deemed to grant any Affected Employee any right to continued employment after the Effective Time nor to preclude Parent or its Subsidiaries from terminating the employment of any Affected Employee for any reason or for no reason at any time following the Effective Time. Additionally, nothing contained in this Section 7.9 shall be deemed to grant any Affected Employee any right to any specific type or amount of, or eligibility for, any compensation or benefit under any specific incentive compensation plan yearor employee benefit plan.

Employee Matters. (a) For at least twelve (12) months following the Effective Time (the “Benefits Continuation Period”), Parent shall, or shall cause each employee of the Surviving Corporation Company or its Subsidiariesany Company Subsidiary who continues to be employed by Parent or any Parent Subsidiary after the Effective Time (the “Continuing Employees”) to be provided with (i) a base salary or wages that are no less favorable than such Continuing Employee’s base salary or wages provided by the Company immediately prior to the Closing, (ii) annual target cash incentive opportunities that are no less favorable than such Continuing Employee’s annual target cash incentive opportunities provided by the Company in effect immediately prior to ensure thatthe Closing, (iii) annual target long-term incentive opportunities that are no less favorable than such Continuing Employee’s annual target long-term incentive opportunities provided by the Company for the 2018 calendar year, except as otherwise set forth on Section 6.7(a)(iii) of the Company Disclosure Letter, (iv) severance benefits that are no less favorable than those that would have been provided by the Company to such Continuing Employee as of the Effective TimeClosing and (v) other compensation and benefits that are substantially similar to those provided to such Continuing Employee immediately prior to the Closing. For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the benefit and compensation plans of the Parent and the Parent Subsidiaries providing benefits to the Continuing Employees (the “New Plans”), each Continuing Employee receives full credit for all purposes for shall, subject to applicable Law and applicable tax qualification requirements, be credited with his or her years of service with the Company or any of its Subsidiaries (or predecessor employers to the extent and the Company provides such past service credit) under Subsidiaries and their respective predecessors before the comparable employee benefit plans, programs and policies of Parent, Effective Time; provided that the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit foregoing shall not be provided (i) include service credit for benefit accrual purposes under any defined benefit pension plan and shall not apply to the extent that such credit its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Company Benefit Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to the extent that such credit was not recognized under the comparable Plan of the Company any Continuing Employee, Parent or its Subsidiaries prior applicable Subsidiary shall use its commercially reasonable efforts to the Effective Time cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or if there was not comparable Plan in place prior to the Effective Time, or her covered dependents and (iiiB) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent and its applicable Subsidiary shall use commercially reasonable efforts to, (i) to cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid eligible expenses incurred by such Continuing Employee under any similar Company Plan for and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in which the corresponding New Plan begins to be taken into account under such participation commences New Plan for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums requirements applicable to such employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with such New Plan. With respect to the terms and conditions Company’s retiree welfare benefits listed on Section 3.10(a) of the plans maintained by ParentCompany Disclosure Letter, neither Parent nor any of its Affiliates (including, following the Closing, the Surviving Corporation Company and the Company Subsidiaries) shall at any time take any action to amend, modify or terminate or take any other action that would adversely impact the benefits provided thereunder to any Person receiving or eligible to receive such Affiliate, benefits as applicable, for of the Closing or who becomes eligible to receive or commences receiving such plan yearbenefits at any time within (2) years following the Closing.

Employee Matters. (ai) From and after the Effective Time, Parent shallshall honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time. For a period of two years following the Effective Time, Parent shall provide, or shall cause the Surviving Corporation or its Subsidiariesto be provided, to ensure thateach current and former employee of the Company and its Subsidiaries (the “Company Employees”) compensation and benefits that are no less favorable, as in the aggregate, than the compensation and benefits provided to each such Company Employee immediately before the Effective Time. For a period of two years following the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company Parent shall provide, or any of its Subsidiaries (or predecessor employers shall cause to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; be provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan each current employee of the Company or and its Subsidiaries who suffers a termination of employment under the circumstances described on Section 5.5(b)(i) of the Company Disclosure Schedule severance benefits in accordance with Section 5.5(b)(i) of the Company Disclosure Schedule (taking into account such Company Employee’s service as required pursuant to Section 5.5(b)(ii) below). Parent shall continue to maintain the Company’s retiree welfare programs for the benefit of Company Employees without adverse amendment (other than as required by Law) for a period of three years following the Effective Time and thereafter, Parent shall provide Company Employees with retiree welfare benefits that are no less favorable in the aggregate to those provided to similarly situated employees of Parent and its Subsidiaries. In addition, for a period of at least five years following the Effective Time, Parent shall provide, or shall cause to be provided, to each Company Employee who participates in a defined benefit pension plan as of immediately prior to the Effective Time or if there was not comparable Plan in place prior pension benefits (including pension benefit accrual rates) under such defined benefit pension plan without adverse amendment to the Effective Time, or pension benefits (iiiincluding pension benefit accrual rates) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations provided under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan as of immediately prior to the Effective Time, and (ii) cause each Continuing Employee but after giving effect to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and outamendment to eliminate the cost-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearliving adjustment on all future accruals.

Employee Matters. (a) Parent shall, or Huntington shall cause provide the Surviving Corporation or employees of FirstMerit and its Subsidiaries, to ensure that, Subsidiaries as of the Effective Time (the “Continuing Employees”), for so long as they are employed following the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company following: (i) during the period commencing at the Effective Time and ending on December 31, 2016, annual base salary or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporationwages, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, target incentive opportunities (including equity-based awards) that such credit shall not be provided (i) to are no less than the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company annual base salary or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporationwages, as applicable, and target incentive opportunities in effect for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under each such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan employee immediately prior to the Effective Time, and (ii) cause during the period commencing on January 1, 2017 and ending on the first anniversary of the Effective Time, annual base salary, wages and target incentive opportunities (including equity-based awards) that are substantially comparable in the aggregate to those provided to similarly situated employees of Huntington and its Subsidiaries, and (iii) during the period commencing at the Effective Time and ending on the first anniversary thereof, employee benefits that are substantially comparable in the aggregate to those provided to similarly situated employees of Huntington and its Subsidiaries (excluding any frozen benefit plans of Huntington and its Subsidiaries or benefit plans that exclusively provide benefits to grandfathered employees of Huntington and its Subsidiaries); provided, that until such time as Huntington fully integrates the Continuing Employees into its plans, participation in the FirstMerit Benefit Plans shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in the plans of Huntington on different dates following the Effective Time with respect to different benefit plans. For a period beginning at the Effective Time and continuing through the first anniversary thereof, Huntington or its Subsidiaries shall provide severance to each Continuing Employee of FirstMerit and its Subsidiaries pursuant to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, severance plan or policy of FirstMerit and its Subsidiaries applicable to such Continuing Employees as of the Surviving Corporation or date hereof (as set forth on Section 6.7(a) of the FirstMerit Disclosure Schedule); provided that (A) such Affiliate, as applicable, for severance shall be subject to the execution (and non-revocation) of a customary release of claims and (B) such plan yearseverance may be paid in a lump sum.

Employee Matters. (aA) Parent shallTo the extent that an employee of GBNK and its Subsidiaries immediately prior to the Closing (collectively, or shall cause the Surviving “Covered Employees”) becomes eligible to participate in an employee benefit plan maintained by the Resulting Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (other than GBNK or predecessor employers to its Subsidiaries) following the extent Effective Time, the Company provides Resulting Corporation shall cause such past service credit) under the comparable employee benefit plansplan to recognize the service of such Covered Employee with GBNK or its Subsidiaries for purposes of eligibility, programs participation, vesting and policies benefit accrual under such employee benefit plan of Parent, the Surviving Resulting Corporation or any Affiliate of its Subsidiaries, to the Surviving Corporation, as applicable, same extent that such service was recognized immediately prior to the Effective Time under a similar Employee Plan in which such employee Covered Employee was eligible to participate immediately prior to the Effective Time; provided that, such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service, or (ii) apply for purposes of any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan. With respect to any health care, dental or vision plan of the Resulting Corporation or any of its Subsidiaries (other than GBNK and its Subsidiaries) in which any Covered Employee is eligible to participate participate, for purposes of eligibility the plan year in which such Covered Employee is first eligible to participate, entitlement the Resulting Corporation shall (x) cause any preexisting condition limitations or eligibility waiting periods under such Resulting Corporation or Subsidiary plan (excluding any Employee Plan) to benefits, vesting and determination of level of benefits; provided, that be waived with respect to such credit shall not be provided (i) Covered Employee to the extent that such credit limitation would result in a duplication of benefits, (ii) to the extent that such credit was not recognized have been waived or satisfied under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable similar Employee Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under which such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Covered Employee participated immediately prior to the Effective Time, and (iiy) use commercially reasonable efforts to cause each Continuing Employee to be given credit under such plan for all amounts paid any health care, dental and vision expenses incurred by such Continuing Covered Employee under any similar Company Plan for in the plan year that includes the Closing Date (or, if later, the year in which such participation commences Covered Employee is first eligible to participate) to be recognized for purposes of applying deductibles, co-payments any applicable deductible and annual out-of-pocket maximums as though expense requirements under any such amounts had been paid in accordance with the terms and conditions health, dental or vision plan of the plans maintained by Parent, the Surviving Resulting Corporation or any of its Subsidiaries (excluding any Employee Plan), to the extent that any such Affiliate, as applicable, amount was recognized for a similar purpose under the Employee Plans in which such plan yearCovered Employee participated immediately prior to the Effective Time.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Each Group Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) has complied in all material aspects with all applicable employment and labor laws, employment practices generally applied to other entities in similar industry as such Group Company in the extent that jurisdiction where such credit would result in a duplication of benefitsGroup Company is incorporated, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of employment, in each case, with respect to its employees, except for the plans accrued amounts for the underpaid employment benefit payments disclosed in Section 3.22 of Disclosure Schedule, for which each Group Company has made adequate provisions on its books of account and which are included in Financial Statements; (ii) has withheld and reported all amounts required by any applicable law or any contract or agreement to be withheld and reported with respect to wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) other than as required by law, is not liable for any payment to any trust or other fund governed by or maintained by Parentor on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees. The Group Companies are not aware that any Key Employee nor any senior officer of any Group Company intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the Surviving Corporation employment of any Key Employee or any senior officer of any Group Company. The Group Companies are not party to or bound by any currently effective incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement, except the Company’s 2008 Stock Issuing Plan adopted in June 2008, 2009 Employee Stock Incentive Plan adopted in February 2009, 2010 Employee Stock Incentive Plan adopted in March 2010, 2011 Employee Stock Incentive Plan and 2011 Special Employee Stock Incentive Plan adopted in April 2011. All of the employees of the Group Companies are subject to written employment agreements that specify their position, payment of compensation and the terms and conditions of employment (including confidentiality, non-compete and non-solicitation provisions that are customarily applied to the positions in the industry of the Group Companies similar to those held by such Affiliate, as applicable, for such plan yearemployees).

Employee Matters. (a) For a period of twelve (12) months following the Closing (the “Continuation Period”), Parent shall, or shall cause its Affiliates (including the Surviving Corporation or its Company and the Company Subsidiaries) to, to ensure that, as of the Effective Time, provide each Continuing Employee receives full credit for all purposes for service with employee who is employed by the Company or any Company Subsidiary on the Closing Date (including any employee on vacation, leave of absence or short- or long-term disability) and who remains employed with the Parent or its Subsidiaries Affiliates (collectively, “Continuing Employees”) with (i) a base salary or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporationwage rate, as applicable, and target annual bonus, commission and other short-term cash incentive opportunities that are, in which each case, no less favorable than those being provided to each such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) Continuing Employee immediately prior to the extent that such credit would result in a duplication of benefits, Closing; and (ii) employee benefits (excluding any defined benefit pension, retiree health or welfare, retention, change in control, or transaction-based, equity-based and other long-term cash incentive compensation opportunities or benefits) that are either (A) substantially comparable in the aggregate to the extent that employee benefits provided to each such credit was not recognized under Continuing Employee immediately prior to the comparable Plan Closing or (B) the same as the employee benefits provided by Parent and its Affiliates to similarly situated employees of Parent and its Affiliates. Notwithstanding the generality of the foregoing, with respect to any Continuing Employee whose employment is terminated by Parent or any of its Affiliates (including the Company and the Company Subsidiaries) during the Continuation Period, Parent shall provide, or shall cause its Affiliates (including the Company and the Company Subsidiaries) to provide, severance benefits to such Continuing Employee, which shall be determined and payable in accordance with the applicable severance benefit plan, agreement or informal policy maintained by the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, Company Subsidiary for the benefit of any such Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Employee immediately prior to the Effective Time, Closing and (iias set forth on Section 6.8(a)(ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Company Disclosure Letter, taking into account all service with Parent, the Surviving Corporation or such AffiliateCompany, as applicable, for such plan yearthe Company Subsidiaries and any of their respective Affiliates in determining the amount of severance benefits payable.

Employee Matters. (a) Parent shallBuyer may offer employment to those employees of Seller listed on Exhibit 2.6(a) hereof (the "Employees"), subject to Buyer's standard hiring procedures, including, but not limited to, drug testing. Buyer will be afforded an opportunity to meet with and interview the Employees following execution of this Agreement; however, Buyer shall not extend any offers of employment or shall cause otherwise announce or notify the Surviving Corporation or its Subsidiaries, to ensure that, as Employees of Buyer's intentions regarding the Employees who will be offered employment by Buyer until after receipt of all necessary regulatory approvals of the Effective Time, transactions contemplated by this Agreement. The base salary for each Continuing Employee who receives full credit for all purposes for service with an offer of employment from Buyer and accepts such offer (the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit"Hired Employees") under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be less than the base salary provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Seller immediately prior to the Effective Time, subject to changes due to employment classification. With respect to Buyer's qualified plans, the Hired Employees will be treated as new hires; however, Hired Employees will immediately participate in welfare benefit plans maintained by Buyer without regard to pre-existing conditions or waiting periods, if and to the extent that such employees are participating in Seller's welfare benefit plans immediately prior to the Closing Date. Hired Employees will be required to satisfy the deductible and employee payments (iiif any) cause each Continuing Employee to be given required by Buyer's plans. Hired Employees shall receive full credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences prior service with Seller for purposes of applying deductiblesdetermining their eligibility and vesting (but not the accrual of any benefit) under Buyer's employee benefit plans. Hired Employees will be eligible for severance benefits consistent with Buyer's severance policies or plans, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance provided that all service with the terms Seller shall be taken into account in determining benefits under Buyer's severance policies or plans. Buyer shall not be responsible or liable for any benefits accrued under the pension or welfare plans of Seller. Buyer will assume and conditions of be responsible for any and all accrued but not paid vacation for Hired Employees for January 1, 2003 through the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearClosing Date.

Employee Matters. (a) Parent shall, Lincoln agrees that those employees of FSB or shall cause the Surviving Corporation First Bank who become employees of Lincoln or its Subsidiaries, on the Effective Date ("Former FSB Employees"), while they remain employees of Lincoln or its Subsidiaries after the Effective Date will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in the aggregate than those provided by Lincoln to ensure thatsimilarly situated employees of Lincoln and its Subsidiaries, except as otherwise provided herein. Except as hereinafter provided, at the Effective Time, Lincoln will amend or cause to be amended each employee benefit and welfare plan of Lincoln and its Subsidiaries in which Former FSB Employees are eligible to participate, to the extent necessary, so that as of the Effective Time (i) such plans take into account for purposes of eligibility, participation, vesting, and benefit accrual (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan), the service of such employees with FSB and First Bank as if such service were with Lincoln and its Subsidiaries, (ii) Former FSB Employees are not subject to any waiting periods or pre-existing condition limitations under the medical, dental and health plans of Lincoln or its Subsidiaries in which they are eligible to participate and may commence participation in such plans on the Effective Date, (iii) Former FSB Employees will retain credit for unused sick leave and vacation pay which has been accrued as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service creditiv) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility determining the entitlement of Former FSB Employees to participate, entitlement to benefits, vesting sick leave and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to vacation pay following the Effective Time, the service of such employees with FSB and First Bank shall be treated as if such service were with Lincoln and its Subsidiaries; and (v) former FSB Employees are first eligible to participate and will commence participation in the Lincoln Bank 401(k) Plan on the Effective Date. Notwithstanding the foregoing, no Former FSB Employees shall be eligible to participate in Lincoln Bank's Financial Institutions Retirement Fund as Lincoln Bank agrees that it will freeze or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit terminate that plan maintained by Parent or as soon as practicable after the Surviving Corporation or any Affiliate of the Surviving Corporationdate hereof, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application entry date of any pre-existing condition limitations under such plan to Former FSB Employees into the extent that such requirements Lincoln Bancorp Employee Stock Ownership Plan and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective TimeTrust shall be January 1, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year2005.

Employee Matters. (a) For a period of at least 12 months following the Effective Date, Parent shall, shall provide (or shall cause the Surviving Corporation or its Subsidiaries, Subsidiaries to ensure that, provide) each employee who is employed by the Company or any of its Subsidiaries as of the Closing Date (a "Continuing Employee") with compensation and employee benefits (other than stock or other equity or equity-linked based plans) which are substantially comparable in the aggregate to those provided by the Company or such Subsidiary as of the date hereof. The Company acknowledges that following the Effective TimeDate all employee benefits will be provided to employees of the Surviving Corporation under plans sponsored by Parent or an Affiliate of Parent. Parent will use its reasonable best efforts (i) to waive or have the Surviving Corporation waive any waiting period or limitations regarding pre-existing conditions with respect to Continuing Employees and their beneficiaries under any group health or other benefit plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, (ii) to credit any covered expenses incurred by any employee under the Company's group health plan prior to the Effective Date towards any deductibles, limits or out-of-pocket maximums under any group health plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, (iii) to credit the service of each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to Date for the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan purposes of determining such Continuing Employee's years of service under plans maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing EmployeesEmployee after the Effective Date, (iv) provide severance benefits to Continuing Employees terminated without cause within 12 months of the Effective Date that are substantially comparable to the severance that would have been provided by the Company under the Company's severance plans in effect on the date hereof, and (v) provide continuation health care coverage to all Continuing Employees and their qualified beneficiaries who incur a qualifying event on and after the Effective Date in accordance with the continuation health care coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. In addition, Parent shall use commercially reasonable efforts toassume responsibility for the cafeteria plan which is maintained under Section 125 of the Code for the benefit of the Continuing Employees of the Company, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan Company shall provide to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately Parent prior to the Effective TimeDate a list of those Continuing Employees participating in the cafeteria plan, together with a list of their elections made prior to the Effective Date, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year balances in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums their respective accounts as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearEffective Date.

Employee Matters. (a) Parent shallAcquirer shall have the sole right and discretion to determine which Persons shall remain as Employees after the Closing Date. Following the Closing Date, Acquirer shall maintain or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable be maintained employee benefit plans, programs plans and policies compensation opportunities for the benefit of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of Employees who remain actively employed by the Company or its Subsidiaries prior after the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities that, in the aggregate, are no less favorable than the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Acquirer or its Subsidiaries (other than the Effective Time or if there was not comparable Plan in place prior to Surviving Corporation and its Subsidiaries) (collectively, the Effective Time“Acquirer Plans”), or as applicable; provided, that (iiii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate retirement benefits, satisfaction of the Surviving Corporationforegoing standard shall not require that any Covered Employee be eligible to participate in any specific retirement plan of Acquirer or a closed or frozen Acquirer Plan; and (ii) until such time as Acquirer shall cause Covered Employees to participate in the Acquirer Plans, a Covered Employee’s continued participation in the employee benefit plans and compensation opportunities of the Company and its Subsidiaries as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan in effect immediately prior to the Effective Time, and Closing Date shall be deemed to satisfy the foregoing provisions of this sentence (ii) cause it being understood that participation in the Acquirer Plans may commence at different times with respect to each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearAcquirer Plan).

Employee Matters. (a) Parent shallWxxxxxx, or shall cause as the Surviving Corporation or Corporation, shall provide the employees of Sterling and its Subsidiaries, to ensure that, Subsidiaries as of the Effective Time (the “Continuing Employees”), during the period commencing at the Effective Time and ending on the first anniversary thereof (the “Continuation Period”), for so long as they are employed following the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company following: (i) annual base salary or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporationwages, as applicable, that are no less than the annual base salary or wages in which effect for each such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Employee immediately prior to the Effective Time, and ; (ii) cause target cash incentive opportunities that are no less favorable than those provided to similarly situated employees of Wxxxxxx and its Subsidiaries; provided, that, if the Effective Time occurs in calendar year 2021, the Continuing Employees’ target cash incentive opportunities for such year shall be no less favorable than those provided to each such Continuing Employee immediately prior to the Effective Time; and (iii) (x) all employee statutory entitlements; and (y) all employee benefits (other than severance which will be provided as set forth in the last sentence of this Section 6.6(a)) and other compensation that are substantially comparable in the aggregate to those provided to similarly situated employees of Wxxxxxx and its Subsidiaries; provided, that, with respect to clause (iii), until such time as Wxxxxxx fully integrates the Continuing Employees into its plans, participation in the Sterling Benefit Plans (other than severance) shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in the plans of Wxxxxxx and its Subsidiaries on different dates following the Effective Time with respect to different plans. During the Continuation Period, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances shall be given credit provided severance benefits under such plan for all amounts paid by such Continuing Employee under any similar Company the applicable Sterling Benefit Plan for the plan year set forth in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions Section 6.6(a) of the plans maintained by ParentSterling Disclosure Schedule, the Surviving Corporation or subject to such Affiliate, as applicable, for such plan yearemployee’s execution (and non-revocation) of a release of claims.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its SubsidiariesBuyer may offer employment upon such terms and conditions of employment as Buyer may establish, to ensure that, certain of the employees of Employer who primarily perform services with respect to the operation of the Business as of the Effective TimeClosing Date; provided, each Continuing Employee receives full credit that if, prior to the date which is 180 days after the Closing Date, Buyer terminates the employment of any employee listed on Schedule 5.13(d) employed by Buyer as of the Closing Date other than "for all purposes cause" as described in the Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (the "Severance Plan"), Buyer shall pay to such terminated employee the severance benefit payments which such employee would have been entitled to receive had it been terminated by Employer as of the Closing Date in an amount and upon such terms as set forth in the Severance Plan (but in no event more than six months' severance benefits for service any employee); provided, further, Buyer shall not be required to make any such severance payments with the Company respect to any employee who is hired by TCI or any of its Subsidiaries direct or indirect wholly-owned subsidiaries (or predecessor employers including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to Seller a notice containing the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies names of Parent, the Surviving Corporation or any Affiliate employees of the Surviving Corporation, as applicable, in which such employee is eligible Business to participate for purposes of eligibility whom Buyer intends to participate, entitlement to benefits, vesting and determination of level of benefitsoffer employment on the Closing Date (the "Employee List"); provided, that such credit shall not be provided (i) if the Closing has not occurred, Buyer may deliver to Seller a notice updating the extent that such credit would result in a duplication Employee List on the date which is 150 days after the date of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, this Agreement and (ii) if the Termination Date is extended by Seller, Buyer may deliver to Seller a notice no later than 60 Business Days prior to the extended Termination Date updating the Employee List; provided, however, that any notice delivered by Buyer updating the Employee List shall not be deemed effective if the Closing occurs fewer than 60 Business Days after delivery to Seller of such updated Employee List. TCI shall cause each Continuing Employee Employer to be given credit under terminate the employment of all such plan for all amounts paid employees hired by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums Buyer as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by ParentAdjustment Time. Seller shall undertake to provide to all affected employees and any other necessary persons any notice that may be required under the WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to the Surviving Corporation or such AffiliateAdjustment Time relating to employees, as applicable, for such plan yearincluding severance obligations.

Employee Matters. (a) With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its subsidiaries in which any director, officer or employee of the Company or any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation or its Subsidiariesto, to ensure that, as recognize all service of the Effective Time, each Continuing Employee receives full credit for all purposes for service Company Employees with the Company or any of its Subsidiaries (or predecessor employers to Company Subsidiary that is reflected in the extent the Company provides such past service credit) under the comparable employee benefit plans, programs books and policies of Parent, the Surviving Corporation or any Affiliate records of the Surviving CorporationCompany, as applicablethe case may be, for vesting, eligibility and level of benefits purposes (but not for accrual purposes, except for vacation and severance, excluding, for the avoidance of doubt, with respect to any defined benefit pension plan or post-retirement or post-termination health, medical or life insurance benefits) in any New Plan in which such employee is Company Employees will be eligible to participate for purposes of eligibility to participateafter the Effective Time, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) in each case except to the extent that recognizing such credit service would result in a duplication of benefits. To the extent any Company Employee participates in a New Plan that is a welfare plan or arrangement of Parent or any of its subsidiaries following the Merger Closing Date (a “Parent Welfare Plan”), (ii) Parent and any of its subsidiaries will, to the extent that such credit was not recognized permitted by applicable Law and any insurer or service provider under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Timeapplicable Parent Welfare Plan, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, cause all (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under which otherwise would be applicable to such plan Company Employee and his or her covered dependents to be waived to the extent that such requirements and limitations were satisfied or waived under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Effective TimeMerger Closing Date or, and if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) cause participation waiting periods under each Continuing Parent Welfare Plan that would otherwise be applicable to such Company Employee to be given credit waived to the same extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Merger Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan and (iii) co-payments and deductibles paid by Company Employees in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan; provided, however, that Parent’s obligations under this clause (ii) shall be subject to its receipt of all necessary information, from either the Company or such Company Employee, related to such amounts paid by such Continuing Employee. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under any similar a Company Benefit Plan and such course of treatment is not completed prior to the Merger Closing, Parent will use commercially reasonable efforts to arrange for transition care, whereby such Company Employee may complete the plan year in which such participation commences for purposes applicable course of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance treatment with the terms and conditions of the plans maintained by Parent, the Surviving Corporation pre-Merger Closing physician or such Affiliate, as applicable, for such plan yearother service provider at “in network” rates.

Employee Matters. For purposes of vesting, eligibility to participate and level of benefits under the Employee Plans providing benefits to participants in the Employee Plans of the Company (aincluding all eligible dependents) who continue as employees of Parent, the Company or any other Subsidiary of Parent after the Effective Time (the “Company Participants”), each Company Participant shall, to the extent permitted by Applicable Law, receive credit for his or shall cause her years of service with the Surviving Corporation or Company (and its Subsidiaries, Subsidiaries and predecessors) prior to ensure that, as of the Effective Time, each Continuing Employee receives full to the same extent as such Company Participant was entitled, prior to the Effective Time, to credit for all purposes for such service with the Company or under any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, similar Employee Plan in which such employee is Company Participant participated or was eligible to participate for purposes of eligibility immediately prior to participate, entitlement to benefits, vesting and determination of level of benefitsthe Effective Time; providedprovided that, that such credit shall not be provided (i) to the extent that result in duplication of benefits and such credit shall not apply with respect to any “years of service” or similar calculations for benefits to be paid under defined benefit pension plans. In addition, and without limiting the generality of the foregoing, for purposes of each Employee Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Participant after the Effective Time, Parent shall cause any and all pre-existing condition exclusions, actively-at-work or similar limitations, eligibility waiting periods and evidence of insurability requirements of such Employee Plan to be waived with respect to such Company Participant, unless such conditions would result in a duplication of benefits, (ii) to the extent that such credit was not recognized have been waived under the comparable Plan plans of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under which such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Company Participant participated immediately prior to the Effective Time, and Parent shall provide such Company Participant with credit for any co-payments, deductibles, and offsets (iior similar payments) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for made during the portion of the plan year in which such participation commences that includes the Effective Time for purposes of applying deductiblessatisfying any applicable deductible, co-payments and coinsurance, out-of-pocket maximums as though such amounts had been paid or similar requirements under any Employee Plans in accordance with which they are eligible to participate after the terms and conditions Effective Time. Nothing in this Section 7.05 (a) will be or be deemed to be an amendment of any Employee Plan of the plans maintained by ParentCompany or (b) will require Parent to continue the service relationship (whether as an employee, the Surviving Corporation director, consultant, or such Affiliate, as applicable, for such plan yearotherwise) of any individual.

Employee Matters. (a) Parent During the period commencing at the Effective Time and ending on the eighteen (18) month anniversary of the Effective Time, Purchaser shall, or shall cause the Surviving Corporation to, provide each employee who is actively employed by Company and its Subsidiaries on the Closing Date (each a “Continuing Employee”) while employed by Purchaser or any of its SubsidiariesSubsidiaries following the Effective Time with: (i) base salary and bonus opportunities consistent with base salary and bonus opportunities provided to Purchaser employees who perform similar roles and have similar responsibilities; and (ii) employee benefits which, in the aggregate, are no less favorable than employee benefits provided by Purchaser to similarly situated employees of Purchaser; provided, however, that until such time as Purchaser shall cause Continuing Employees to participate in the benefit plans of Purchaser, a Continuing Employees continued participation in the Employee Benefit Plans shall be deemed to satisfy the foregoing provision of this sentence (it being understood that participation in Purchaser benefit plans may commence at different times with respect to each Employee Benefit Plan). Accordingly, Company shall cooperate with Purchaser to ensure thatthat from the Closing Date through the next open enrollment date for Purchaser’s group health, dental, vision and life insurance plans, the Continuing Employees shall continue to be covered by Company’s group health, dental, vision and life insurance plans; provided, however, that Company shall terminate, effective as of the Effective Time, its plans and programs with respect to long term care and health savings accounts. Without limiting the generality of the foregoing, Purchaser shall, or shall cause the Surviving Company to, maintain the severance policy of Company and its Subsidiaries applicable to Continuing Employees without amendment during the one-year period following the Effective Time (the “Company Severance Plan”) and provide each Continuing Employee receives full credit who is not party to an individual employment or change of control agreement at the time of his or her termination of employment whose employment is terminated (other than under circumstances that constitute a termination for all purposes for service “cause”) with the Company or any of its Subsidiaries (or predecessor employers severance payments and benefits to which the extent Continuing Employee would have been entitled under the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Severance Plan immediately prior to the Effective Time, taking into account the Continuing Employee’s length of service with Company and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year its Subsidiaries as provided in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearSection 6.5(b).

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, As of and subsequent to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with Parent shall: (a) assume and honor employee bonus plans, change in control and severance plans and agreements and other retention plans and agreements listed in Section 4.18(a) of the Company or any Disclosure Schedule; (b) for a period of its Subsidiaries not less than twelve (or predecessor employers to 12) months after the extent Effective Time, provide the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan employees of the Company or its Subsidiaries as of immediately prior to the Effective Time who continue to be employed by Parent, the Surviving Corporation and/or its Subsidiaries on and after the Effective Time (the “Covered Employees”) terms and conditions of employment, base compensation, incentive opportunities, severance and aggregate other benefits (including retirement, group health, life, disability and vacation) that are not less favorable to each Covered Employee, as provided by the Company or if there was not comparable Plan in place its Subsidiaries to such Covered Employee immediately prior to the Effective Time; provided, that long-term incentive levels shall remain in effect through the 2017 grant period; (c) provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or (iii) with respect compensation plan, program or arrangement adopted, maintained or contributed to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation and/or their Subsidiaries in which Covered Employees are eligible to participate (the “Parent Plans”) for all periods of employment with the Company or its Subsidiaries (or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (ipredecessor entities) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and with Parent, the Surviving Corporation and any of their Subsidiaries or Affiliates on and after the Effective Time; (iid) cause each Continuing Employee any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any Parent Plan to be given waived with respect to the Covered Employees and their eligible dependents, to the extent waived under the corresponding plan in which the applicable Covered Employee participated immediately prior to the Effective Time; and (e) give the Covered Employees and their eligible dependents credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such the Effective Time (or commencement of participation commences for purposes in a plan of applying deductibles, co-payments Parent or the Surviving Corporation) occurs towards applicable deductibles and annual out-of-pocket maximums limits for expenses incurred prior to the Effective Time (or the date of commencement of participation in any Parent Plan). The provisions of this Section 7.06 are solely for the benefit of the parties to the Agreement. No Covered Employee (including any beneficiary or dependent thereof) or any other Person shall be regarded for any purpose as though a third-party beneficiary of the Agreement, and no provision of this Section 7.06 shall create such amounts had been paid rights in accordance any such Persons. Nothing herein shall guarantee employment for any period of time or preclude the ability of Parent to terminate the employment of any Covered Employee at any time and for any reason, require Parent to continue any Employee Plans or other employee benefit plans or arrangements or prevent the amendment, modification or termination thereof after the Effective Time or amend any Employee Plans or other employee benefit plans or arrangements. Following the Effective Time, Parent will implement a retention program for Company employees consistent with the terms set forth on Schedule 7.06 and conditions of the plans maintained by Parent, the Surviving Corporation or containing such Affiliate, additional terms as applicable, for such plan yearare not inconsistent therewith.

Employee Matters. (a) Parent Following the Closing Date, Purchaser 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 employee benefits and compensation opportunities that are generally made available to similarly situated employees of Purchaser or its Subsidiaries (other than Company and its Subsidiaries) (collectively, the “Purchaser Plans”), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen Purchaser Plan; and (ii) until such time as Purchaser shall cause Covered Employees to participate in the Purchaser Plans, a Covered Employee’s continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Purchaser Plans may commence at different times with respect to each Purchaser Plan). Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall, or shall cause the Surviving Corporation Company to maintain the Company’s Reduction in Force Severance Policy (as amended) without amendment following the Effective Time (the “Company Severance Plan”) and provide each Covered Employee whose employment is terminated (other than under circumstances that constitute a termination for “cause” or its Subsidiaries, who are not otherwise party to ensure an individual agreement that provides for severance pay) during the one-year period following the Effective Time with severance under the Company Severance Plan. ; provided that, as of the severance benefits provided to a terminated Covered Employee shall be determined without taking into account any reduction after the Effective TimeTime in compensation paid to such Covered Employee and may be conditioned on the Covered Employee signing a separation and general release agreement in the form reasonably acceptable to Purchaser. In addition, each Continuing Employee receives full credit for all purposes for service with the Company Purchaser shall, or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, shall cause the Surviving Corporation or any Affiliate of Company to, honor the Surviving Corporation, obligations with respect to Company’s retiree medical program as applicable, set forth in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (iSection 6.5(a) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearDisclosure Schedule.

Employee Matters. (a) From and after the Effective Time, Parent shalland the Surviving Corporation shall honor all Company Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the date of this Agreement (or as amended as contemplated or permitted hereby or with the prior written consent of Parent). For a period of one year following the Effective Time, Parent shall provide, or shall cause to be provided, to each current employee of the Surviving Corporation Company and its Subsidiaries who is not subject to a collective bargaining agreement (the “Company Employees”), for so long as such employee remains employed by Parent or its Subsidiaries, compensation and benefits (excluding equity compensation) which, in the aggregate, are substantially equivalent to ensure thatthe compensation and benefits (excluding equity compensation), in the aggregate, provided to such Company Employee immediately before the Effective Time; provided that the foregoing obligation may be satisfied through participation and coverage following the Effective Time in Parent’s or its Subsidiaries’ (as applicable) compensation and benefit plans, programs, policies and arrangements as in effect from time to time, it being understood that the Company Employees may commence participating in the plans of Parent and its Subsidiaries on different dates following the Effective Time with respect to different plans of Parent and its Subsidiaries. For a period of one year following the Effective Time, Parent shall provide, or shall cause to be provided, to each Continuing Employee receives full credit for all purposes for service with current employee of the Company or any of and its Subsidiaries (or predecessor employers other than those who are party to a Management Continuity Agreement, whose rights shall be governed by the extent terms of such agreements, and those who are covered by a collective bargaining agreement, whose rights shall be governed by the Company provides such past service creditapplicable bargaining agreement) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to who following the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate suffers a qualifying termination of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations employment under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the severance arrangement of the Company and its Subsidiaries applicable to such employee as in effect on the date hereof (taking into account such Company Employee’s service as required pursuant to Section 6.9(b) below), and thereafter, Company Employees shall be eligible for severance benefits under the severance arrangements applicable to similarly situated employees of Parent or its Subsidiaries as they may maintain such plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearfrom time to time.

Employee Matters. (a) During the period commencing at the Effective Time and ending on December 31, 2022 (the “Continuation Period”), Parent shall, shall or shall cause the Surviving Corporation or one of its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which to provide to each employee of the Company and its Subsidiaries, for so long as such employee is eligible to participate for purposes of eligibility to participateremains employed by Parent or its Subsidiaries during the Continuation Period (collectively, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided the “Company Continuing Employees”) with (i) at least the same annual base salary or wage rate provided to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of employee by the Company or its the Company Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each the opportunity to earn at least the same economic value for the short term incentives provided to such employee by the Company or the Company Subsidiaries in respect of calendar year 2021 (iii) continuing medical, dental, vision, disability and life insurance benefits that are no less favorable than those provided under the Parent Benefit Plans for similarly situated employees of the Parent or any of its Subsidiaries, and (iv) the same severance and post-termination benefits that a Company Continuing Employee would have received for a termination of employment immediately prior to the Effective Time. Each Company Continuing Employee shall retain all of such Company Continuing Employee’s accrued but unpaid vacation, sick time or other paid time off as of the Effective Time, to be given credit administered in accordance with the policies in effect when such vacation or other paid time off is used during 2022 by each such Company Continuing Employee. With respect to the continuing medical, dental, vision, disability and life insurance benefits under this Section 5.8(a), Parent shall cause the applicable Parent Benefit Plan to: (x) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such plan for all amounts paid by Company Continuing Employees, to the extent such pre-existing conditions, exclusions or waiting periods were satisfied under the similar Company Benefit Plan in effect immediately prior to the Effective Time; and (y) provide each such Company Continuing Employee under with credit for any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and deductibles paid (to the same extent such credit was given for the year under the similar Company Benefit Plan in effect immediately prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearrequirements.

Employee Matters. (a) Parent Seller and Purchaser shall cooperate in order to allow Purchaser to interview persons employed by Seller at the Transferred Banking Center as of the date of this Agreement (“Employees”) at a location and at a time during regular business hours reasonably convenient to Purchaser and Seller, and Seller shall excuse such Employees from their duties for such interviews, so long as such interviews do not unduly interfere with the operations of the Transferred Banking Center. Such interviews shall be scheduled for completion not later than thirty (30) calendar days after the date of this Agreement. Purchaser shall offer at-will employment to such Employees as Purchaser determines (the “Selected Employees”). Purchaser’s job offers shall provide for hourly rates of pay or annual base salaries, as applicable, in amounts no less than those in effect for each Selected Employee as of the date of this Agreement, and for benefits no less beneficial in the aggregate than benefits offered by Purchaser to similarly situated employees of Purchaser. Purchaser shall have no obligation to create new benefit plans or programs that would be comparable to any of Seller’s existing benefit plans. Subject to timely enrollment, if required, and to the extent permitted by the terms of any applicable insurance policies, Selected Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) and their dependents, if any, shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers be eligible to the extent the Company provides such past service credit) under the comparable employee participate in Purchaser’s welfare benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicableand, in which such employee is eligible any medical plan, without being subject to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition or actively-at-work limitations under or exclusions. To the extent that a Transferred Employee becomes eligible to participate in an employee benefit plan maintained by Purchaser or one of its affiliates, Purchaser shall cause such plan to recognize the extent service of such Transferred Employee with the Seller and its subsidiaries (including any service recognized by Seller or its subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for purposes of eligibility and vesting, but not for benefit accruals or the rate of benefit accruals under the applicable Purchaser plan, unless otherwise provided herein. All Transferred Employees shall be subject to Purchaser’s paid time off (“PTO”) policies; provided that all such requirements employees shall be given full credit for pre-Closing years of service with Seller and limitations were satisfied any of its subsidiaries (including any service recognized by Seller or waived its subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for PTO accrual purposes under a comparable Plan immediately Purchaser’s PTO policy as it applies to PTO accrued after the Effective Time. Prior to the Closing Date, Seller shall pay Employees for all accrued but unpaid PTO or vacation time or floating holidays as applicable, earned prior to the Effective TimeClosing Date. Benefits under Purchaser’s pension plans, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicableif any, for such plan yearTransferred Employees shall be determined solely with reference to service with Purchaser.

Employee Matters. (a) Parent All individuals employed by, or on an authorized leave of absence from, Seller immediately before the Effective Time (collectively, the “Covered Employees”) shall automatically become employees of the Surviving Bank and its affiliates as of the Effective Time. Immediately following the Effective Time, Buyer shall, or shall cause the Surviving Corporation Bank to, provide to those Covered Employees employee benefits, rates of base salary or its Subsidiarieshourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to ensure the aggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to similarly situated employees of NewBridge Bank; provided, however, that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular Seller Benefit Plan, (ii) give any third party any right to enforce the Effective Timeprovisions of this Section 6.5, each Continuing Employee receives full credit for all purposes for service with (iii) limit the Company right of Buyer or any of its Subsidiaries (to terminate the employment of any Covered Employee at any time or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation require Buyer or any Affiliate of the Surviving Corporation, as applicable, in which its Subsidiaries to provide any such employee is eligible benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate Seller, Buyer or any of their respective Subsidiaries to participate (A) maintain any particular Seller 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 Seller for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) entitlement to the extent that such credit would result vacation and sick leave and for participation in a duplication of benefitsall NewBridge Bank welfare, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to insurance and other fringe benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Timeplans, and (ii) cause each Continuing Employee to be given credit under such plan eligibility for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year participation and vesting in which such participation commences for purposes of applying deductibles, co-payments NewBridge Bank’s 401(k) and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearpension plans.

Employee Matters. (a) Parent shallFrom and after the Effective Time, or shall TCI will cause the Surviving Corporation or its Subsidiariesto honor, in accordance with their terms, the executive, employment and other agreements and arrangements relating to ensure that, as officers and employees of the Effective Time, each Continuing Employee receives full credit for Company set forth in Schedule 3.6 (the "Executive Agreements") and all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefitsPlans; provided, however, that such credit nothing herein shall not be provided (i) preclude any change in any Executive Agreement or Company Plan effective on a prospective basis that is permitted pursuant to the extent terms of the applicable Executive Agreement or Company Plan. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that such credit would result in a duplication not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of benefitsthe Company, (ii) to TCI shall assume the extent that such credit was not recognized under the comparable Plan obligations of the Company or its Subsidiaries under the Company Plans as in effect immediately prior to the Effective Time or if there was not comparable Plan in place prior and will provide employee benefit plans with aggregate employee benefits to Company employees that are no less favorable than the Effective Time, or (iii) with respect aggregate benefits provided to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan them immediately prior to the Effective Time; provided that TCI at its sole option may provide employee benefits to Company employees which, and (ii) cause each Continuing Employee in the aggregate, are no less favorable than those applicable to be given similarly situated employees of TCI. With respect to any plans established by TCI, to the extent a Company employee becomes eligible to participate in any such plans by virtue of the Merger, TCI shall grant to such Company employee from after the Effective Time, credit under such plan for all amounts paid service with the Company and its affiliates and predecessors (and any other service credited by such Continuing Employee the Company under any similar Company Plan Plans) prior to the Effective Time for the plan year in which such participation commences eligibility to participate, benefit accrual and vesting purposes, including for purposes of applying deductibleseligibility and participation under TCI's severance policies and plans, coincluding the calculation of such employee's "Years of Continuous Service," to the extent such service was credited under the Company Plans on the Closing Date, and Company employees shall not be subject to any waiting periods or limitations on benefits for pre-payments existing conditions under such TCI plans, including any group health and out-of-pocket maximums disability plans, except to the extent such employees were subject to such limitations under the Company Plans or were eligible to participate in such TCI plans prior to the Effective Time. TCI further agrees to maintain the Company's severance plans as though such amounts had been paid in accordance with effect on the terms and conditions date hereof for a period of two years from the plans maintained by ParentEffective Time, the Surviving Corporation or such Affiliate, as applicablewithout adverse amendment, for such plan yearthe benefit of Company employees.

Employee Matters. (a) Parent shall, or (i) Seller shall cause all Business Employees who are not Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Surviving Corporation Closing Date; (ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (15) Business Days prior to the completion of individual elements of Transition Services Agreement; and (iii) Buyer may, in its Subsidiariessole discretion, issue a Post-Closing Offer to ensure thatany of the remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre-employment screening processes, including with respect to any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Buyer and its Affiliates. Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Post-Closing Employer; provided that with respect to any Business Employee who, as of the Effective TimeClosing Date, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries is not active and is receiving wage replacement benefits (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, except as applicable, provided in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iiiSection 5.6(t) with respect to benefit accrualsworkers’ compensation benefits), such offer of employment shall be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to each health any such leased employee, any references in this Section 5.6 to the “Closing Date” or other welfare benefit plan maintained by Parent or similar shall refer instead to the Surviving Corporation or last day of such leasing period, provided that the Continuation Period for any Affiliate TSA Support Employee shall be measured from the actual Closing Date rather than the end of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent leasing period. Buyer shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Business Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for complete a USCIS Form I-9 at the plan year in which such participation commences for purposes time of applying deductibles, coemployment with Post-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearClosing Employer.

Employee Matters. (a) Parent After the Closing Date, First Charter shall not maintain any GBC Benefit Plan that is an “employee pension benefit plan” in Section 3(2)(A) of ERISA and which is qualified under Code Section 401(a), and any such plan may be terminated or merged into similar plans maintained by First Charter. For the one-year period following the Effective Time, First Charter shall, or shall cause the Surviving Corporation its applicable Subsidiaries to, provide to those individuals actively employed by GBC or one of its Subsidiaries, to ensure that, Subsidiaries as of the Effective TimeTime (collectively, each Continuing Employee receives full credit for all purposes for service the “Covered Employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the Company or any of its Subsidiaries (or predecessor employers aggregate, to the extent aggregate rates of base salary or hourly wage provided to such Covered Employees and the Company provides aggregate employee benefits and annual bonus opportunities provided to such past service credit) Covered Employees under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, GBC Benefit Plans as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan effect immediately prior to the Effective Time; provided that nothing herein shall limit the right of First Charter or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require First Charter or any of its Subsidiaries to provide any such employee benefits, and (ii) cause each Continuing Employee rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination. Except where such benefit is duplicated by substantially similar benefits provided by First Charter to be given credit under such plan for all amounts paid by such Continuing Employee under its employees immediately prior to the Closing Date, First Charter or any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions its Subsidiaries shall continue to provide any fringe benefits described on Section 3.11 of the plans maintained by Parent, GBC Disclosure Schedule to the Surviving Corporation or such Affiliate, as applicable, respective Covered Employee for such plan yeara period of one year after Closing.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as As of the Effective TimeClosing, each Continuing Employee receives full credit for all purposes for service with except as otherwise contemplated by Section 7.5 of the Company Asset Purchase Agreement or Exhibit C, the Business Employees shall cease to be employees of the SunGard Entities or any of its their respective Subsidiaries (or predecessor employers to the extent other than the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving CorporationEntities), as applicable, in which such employee is eligible and shall become or continue to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan employees of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving CorporationSubsidiaries, as applicable, for the benefit of without any Continuing Employeesinterruption in employment, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application Company or its Subsidiaries shall be the sole employer of the Business Employees at the Closing. At the Closing, the Company Entities shall not employ any pre-existing condition limitations individuals other than the Business Employees. The Business Employees (including Business Employees covered by the Collective Bargaining Agreement, defined below) shall be entitled to all compensation or benefits accrued and payable under such plan to the extent that such requirements and limitations were satisfied each SunGard Benefit Plan other than a Company Benefit Plan (excluding any SunGard Benefit Plan providing severance or waived under a comparable Plan termination pay) immediately prior to the Effective TimeClosing, and (ii) cause each Continuing Employee to which shall be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid SunGard Entities in accordance with the terms and conditions of such SunGard Benefit Plans. Only to the plans maintained extent Business Employees are covered by Parentthe collective bargaining agreement between the Company and Local 1723/TUCA Chapter, Council 47, American Federation of State, County and Municipal Employees, AFL-CIO, effective July 1, 2010 through June 30, 2013 (the “Collective Bargaining Agreement”), the Surviving Corporation or such AffiliateDatatel Entities agree that, as applicableeffective at the Closing, for such plan yearthe Company shall assume and be bound by the Collective Bargaining Agreement with respect to the applicable Business Employees and shall provide employee benefits to the covered Business Employees in accordance with the terms of the Collective Bargaining Agreement or, to the extent necessary and permissible under the Collective Bargaining Agreement, shall provide substantially equivalent benefits.

Employee Matters. With respect to the employees of the Acquired Corporations who remain employed after the Effective Time by the Acquired Corporations following the Effective Time (a) the “Continuing Employees”), and to the extent not prohibited under the terms of Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Continuing Employees with the Acquired Corporations prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation, and solely for purpose of welfare plans such as vacation and severance, for benefit accrual. Continuing Employees shall receive employee benefits no less favorable then those provided to similarly situated Parent employees. Parent shall, or shall cause its applicable subsidiary to, assume and perform the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs Company’s employment and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, change in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accrualscontrol agreements. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts toto provide that no such Continuing Employee, (i) cause to or any of his or her eligible dependents, who, at the Effective Time, are participating in the Acquired Corporation’s group health plan shall be waived excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period requirements, insurability requirements and the application of any restriction or pre-existing condition limitations under such plan limitation and to the extent that such requirements provide credit for any coinsurance and limitations were satisfied or waived under a comparable Plan immediately deductibles prior to the Effective TimeTime but in the same plan year. Notwithstanding the foregoing, and (ii) cause each Continuing Employee Parent shall not be required to be given provide any coverage, benefits or credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance inconsistent with the terms and conditions of any Parent benefit plans. Furthermore, nothing contained in this Section shall require or imply that the employment of the plans maintained by employees of the Acquired Corporations who are employed at the Effective Time will continue for any particular period of time following the Effective Time. This Section is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment with any Person or to otherwise create any third-party beneficiary hereunder, or to be interpreted as an amendment to any plan of Parent or any Affiliate of Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.

Employee Matters. (a) Parent For a period of at least twelve (12) months following the Closing Date (or, if earlier, the date of termination of the applicable Continuing Employee) (the “Continuation Period”), Buyer shall, or shall cause its Affiliates to, provide (i) each Business Employee who is employed by the Surviving Corporation Company or its Subsidiaries, to ensure that, any Company Subsidiary as of the Effective TimeTime (which for the avoidance of doubt, each shall not include any Short-Term Disability Leave Employee except as provided below) (each, a “Continuing Employee”) with (x) at least the same level of base salary or hourly wage rate, as the case may be, that was provided to such Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective TimeClosing Date, and (y) annual cash target incentive opportunities that are substantially comparable in the aggregate to the annual cash target incentive opportunities in effect with respect to such Continuing Employee immediately prior to the Closing Date, and (ii) cause each Continuing Employee with other compensation and employee benefits that are no less favorable, in the aggregate, to be given credit under such plan for all amounts paid by those provided to such Continuing Employee under any similar Company Plan for immediately prior to the plan year in which such participation commences for purposes of applying deductiblesClosing Date (other than defined benefit retirement benefits, co-payments retiree welfare benefits and out-of-pocket maximums as though such amounts had been paid in accordance with equity incentives). Notwithstanding the foregoing, the terms and conditions of employment for any Continuing Employee subject to a CBA shall be in accordance with such agreement to the plans maintained extent required by ParentLaw. Following the Closing Date, Buyer shall offer, or cause its Affiliates to offer, employment to each Short-Term Disability Leave Employee if such Short-Term Disability Leave Employee returns to active status at work within the Surviving Corporation twelve (12) month period following the Closing Date (or such Affiliatelonger period as required by applicable Law) and upon their acceptance of such employment, such Short-Term Disability Leave Employee shall be treated as applicable, for a Continuing Employee hereunder. Buyer and Seller shall reasonably cooperate in order to facilitate such plan yearoffers and effectuate the transfer of employment of any Short-Term Disability Leave Employee to the Company or an Affiliate thereof.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as As of the Effective Time, each Parent shall provide the employees of the Company who are employed by Parent or one of its Subsidiaries after the Effective Time (the “Continuing Employees”) and their dependents, as applicable, with either, or a combination of, (a) comparable types and levels of employee benefits as those provided to similarly situated employees of Parent or its Subsidiaries and their dependents, as applicable, pursuant to the terms of the employee benefit arrangements of Parent (such arrangements the “Parent Benefit Arrangements”), or (b) benefits under the Current Employee receives full Benefit Plans, all or some of which Parent may continue to sponsor on and after the Closing Date (the “Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, as applicable, pursuant to clause (b) above, the Continuing Employees shall be entitled to participate in the Continued Plans from and after the Closing Date until such time that Parent suspends participation in or terminates such Continued Plans (the “Transition Period”); provided, that in any event, the Continuing Employees shall be entitled to participate in the Continued Plans for the remainder of the calendar year in which the Effective Time occurs. Upon the expiration of the Transition Period, the Continuing Employees shall then be entitled to participate in the Parent Benefit Arrangements. To the extent the Continuing Employees participate in a Parent Benefit Arrangement, Parent shall, for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under such Parent Benefit Arrangement, provide that such Continuing Employees shall receive service credit under such Parent Benefit Arrangement for all purposes for their period of service with the Company and its Subsidiaries and predecessors prior to the Effective Time, except where doing so would cause a duplication of benefits. Parent shall waive all limitations as to preexisting condition exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements in connection with the medical, dental and vision benefits that such Continuing Employees may be eligible to receive pursuant to a Parent Benefit Arrangement after the Effective Time. Parent shall also provide the Continuing Employees with credit for any co-payments, deductibles and offsets made pursuant to the applicable Current Employee Benefit Plans described in Section 3.19(f) for the purposes of satisfying any applicable deductible or out-of-pocket expenses under any Parent Benefit Arrangement in the calendar year, plan year or policy year (as applicable under the terms of such Parent Benefit Arrangement) in which the Effective Time occurs. Any vacation or paid time off that is accrued and unused by a Continuing Employee prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time and thereafter shall be carried forward subject to Parent’s policies and procedures. Nothing in this Section 5.10 shall be construed to limit the right of Parent or any of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) to amend or predecessor employers terminate any Continued Plan or other Employee Benefit Plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.10 be construed to prohibit Parent or any of its Subsidiaries (including, following the Closing Date, the Company provides such past service creditand its Subsidiaries) under from terminating the comparable employment of any particular Continuing Employee following the Closing Date. Without limiting the generality of Section 8.7, nothing in this Section 5.10 shall: (a) grant any rights or benefits to any Person other than the Parties or (b) amend, or may be construed as amending, any Current Employee Benefit Plan, Parent Benefit Arrangement or any other employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearplan.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of From and after the Effective Time, each Continuing Employee receives full credit for all purposes for service with unless otherwise mutually determined by SunTrust and BB&T, BB&T shall provide generally to employees of SunTrust and its Subsidiaries who at the Company Effective Time become employees of BB&T or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) “Continuing Employees”), employee compensation and benefits under the comparable employee benefit plans, programs BB&T Benefit Plans on terms and policies conditions that are substantially the same as those that apply to similarly situated BB&T employees; provided that BB&T may satisfy its obligation under this Section 6.6(a) for a transitional period (which transitional period shall end by the later of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefitsDecember 31, 2019 and (ii) to the extent that such credit was not recognized under the comparable Plan six (6) month anniversary of the Company or Closing Date) by providing compensation and benefits that are substantially the same in the aggregate as the compensation and benefits provided by SunTrust and its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Employees immediately prior to the Effective Time. Prior to the Closing, SunTrust and BB&T shall cooperate in reviewing, evaluating and analyzing the BB&T Benefit Plans and SunTrust Benefit Plans with a view towards developing appropriate new benefit plans with respect to employees of the Surviving Entity and its Subsidiaries (which shall in any event include the BB&T Corporation Pension Plan and the BB&T Non-Qualified Defined Benefit Plan) (collectively, the “New Benefit Plans”) for the employees covered thereby, which New Benefit Plans will, to the extent permitted by applicable law, and among other things, (A) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (iiB) cause each Continuing Employee to not discriminate between employees who were covered by BB&T Benefit Plans, on the one hand, and those covered by SunTrust Benefit Plans, on the other hand, at the Effective Time. Notwithstanding the foregoing, BB&T and SunTrust agree that, during the period commencing at the Effective Time and ending on the first anniversary thereof, any continuing employee of BB&T, SunTrust or any of their respective Subsidiaries who is involuntarily terminated during such one (1)-year period will be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year provided with severance as described in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions Section 6.6(a) of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearBB&T Disclosure Schedule.

Employee Matters. (a) On and after the Closing, Parent shall, or and shall cause the Surviving Corporation or its SubsidiariesEntity to, to ensure that, as honor in accordance with their terms all severance obligations of the Company or any Company Subsidiary listed in Section 2.23(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto, and the Company or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section of the Company Disclosure Schedule, any amounts with respect to such severance obligations that are payable by their terms upon consummation of the Merger, at the Effective TimeTime or on the Closing Date (collectively, each Continuing Employee receives full credit the “Severance Amounts”) unless prior to the Closing any of the Severance Amounts are funded into the SPS Benefits Protection Trust (the “Trust”), in which case such funded Severance Amounts shall be payable to such applicable officers and employees directly from the Trust. For the period through September 30, 2004, employees of the Surviving Entity and the Company Subsidiaries who remain employed after the Effective Time (the “Company Employees”) will continue to participate in the employee benefit plans (other than deferred compensation plans, supplemental retirement plans, management incentive plans (except as set forth in clause (b) below for all purposes the plans in effect on the Closing Date), long range incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), performance incentive plans, severance plans (excluding severance obligations that Parent has agreed to honor in accordance with the immediately preceding sentence), and stock option plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. Thereafter, Parent shall, and shall cause the Surviving Entity to, provide the Company Employees with the types and levels of employee benefits no less favorable in the aggregate than those maintained from time to time by Parent or the Surviving Entity for similarly-situated employees of Parent or the Surviving Entity. Parent shall, and shall cause the Surviving Entity to, treat, and cause the applicable benefit plans to treat, the service of Company Employees with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past Subsidiaries attributable to any period before the Effective Time as service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate rendered to Parent of the Surviving Corporation, as applicable, in which such employee is eligible to participate Entity for purposes of eligibility to participate, entitlement to benefits, vesting and determination for other appropriate benefits including, but not limited to, applicability of level minimum waiting periods for participation. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Entity to not, treat any Company Employee as a “new” employee for purposes of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized any exclusions under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each any health or other welfare benefit similar plan maintained by of Parent or the Surviving Corporation Entity for a pre-existing medical condition, and any deductibles and co-pays paid under any of the Company’s or any Affiliate of the Company Subsidiaries’ health plans shall be credited towards deductibles and co-pays under the health plans of Parent or the Surviving CorporationEntity, as if applicable. Parent shall, for and shall cause the Surviving Entity to, make appropriate arrangements with its insurance carrier(s) to ensure such results. Notwithstanding the foregoing, Parent and the Company acknowledge that group health, prescription drug and dental benefit plans are subject to renewal effective January 1, 2004; that the Company will begin renewal negotiations and consideration of any Continuing Employeesplan design changes prior to, but will not complete the renewal process by, the Effective Time; provided that the Effective Time has not occurred by January 1, 2004; and that market factors in recent years have created substantial volatility in group health, prescription drug and dental plan renewals. Therefore, Parent shall use commercially reasonable efforts to, (i) cause have the right to be waived make plan design changes in any waiting period requirements, insurability requirements and or all of the application of any pre-existing condition limitations under such plan foregoing plans to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior reasonably necessary to the Effective Time, and keep premium increases for individual plans below ten percent (ii10%) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such 2004 plan year.

Employee Matters. (a) Until the later of one (1) year following the Effective Time or December 31, 2017 (the “Continuation Period”), Parent shallshall provide, or shall cause the Surviving Corporation or its Subsidiariesto be provided, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with individual who is employed by the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, including the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (iits Subsidiaries) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries immediately prior to the Effective Time or if there was not comparable Plan in place prior (each, a “Company Employee”) annual base salary and base wages, target annual cash bonuses (subject to the Effective Timesatisfaction of performance criteria determined by Parent, provided that such performance criteria shall be no less favorable than for other similarly situated employees of Parent and its Subsidiaries) and target long-term incentive compensation opportunities (which shall be in a form and subject in whole or in part to the satisfaction of performance criteria as determined by Parent, provided that the form of such awards and the performance criteria shall be no less favorable than for other similarly situated employees of Parent and its Subsidiaries) and employee benefits (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or excluding any Affiliate of the Surviving Corporation, as applicable, for the benefit voluntary elective deferral component of any Continuing Employeesnonqualified deferred compensation plan) that, Parent shall use commercially reasonable efforts toin each case, (i) cause to be waived any waiting period requirementsare no less favorable in the aggregate than such annual base salary and base wages, insurability requirements target annual cash bonuses and the application of any pretarget long-existing condition limitations under such plan term incentive compensation opportunities and employee benefits provided to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Company Employees immediately prior to the Effective Time; provided, however, that annual cash bonus and any long-term incentive compensation opportunities shall not be required to be provided for performance periods commencing before January 1, 2017 and, if the Effective Time occurs in 2017, any annual cash bonus opportunity may be pro-rated based on days of service during such performance period on and after the Closing Date. Notwithstanding any other provision of this Agreement to the contrary and without limiting the generality of the foregoing, Parent shall or shall cause the Surviving Corporation to provide any Company Employee whose employment terminates under circumstances entitling the Company Employee to severance under the applicable Parent severance plan, program or arrangement (or any successor thereto) (collectively, the “Parent Severance Programs”) during the Continuation Period (including, for avoidance of doubt, any Company Employee whose employment terminates under such circumstances in an individual or one-off termination and regardless of whether any other employee is affected) or, with respect to the Company Employees identified on Section 5.11(a) of the Company Disclosure Schedule, whose employment terminates for “Good Reason” (as defined in Section 5.11(a) of the Company Disclosure Schedule), and (ii) cause each Continuing Employee who signs a general release of claims on a form satisfactory to be given credit Parent, with severance benefits no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries under such plan for all amounts paid by such Continuing Employee under any similar Company Plan the Parent Severance Programs, and, for the plan year in which such participation commences avoidance of doubt, taking into account all of the Company Employee’s service with the Company and its Subsidiaries (and their predecessors) for purposes of applying deductiblesdetermining the levels of severance benefits to be provided to such Company Employee under the Parent Severance Programs; provided, co-however, that no Company Employee who is covered by the Company Executive Severance Compensation Plan or any other severance plan or arrangement with the Company or its Subsidiaries that provides for more favorable severance payments and out-of-pocket maximums as though such amounts had been paid in accordance with benefits than the terms and conditions of Parent Severance Program shall be eligible for coverage under the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearParent Severance Program.

Employee Matters. (a) Subject to Section 2.7, from and after the Effective Time, Parent shall, or shall will cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for honor in accordance with their terms all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs Benefit Plans and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting compensation arrangements and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan agreements of the Company or its and the Company Subsidiaries prior to the Effective Time or if there was not comparable Plan as in place effect immediately prior to the Effective Time. Effective as of the Effective Time and during the period from the Effective Time until December 31 of the calendar year following the calendar year in which the Closing occurs (the “Continuation Period”), Parent will provide, or (iii) with respect will cause the Surviving Corporation to benefit accruals. With respect provide to each health or other welfare benefit plan maintained employee of the Company and the Company Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any Affiliate of their respective Subsidiaries following the Surviving CorporationEffective Time (collectively, as applicable, for the benefit of any “Continuing Employees, Parent shall use commercially reasonable efforts to”), (i) cause an annual base salary or wage rate and target and maximum short-term annual incentive compensation opportunities that are no less than those provided to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Continuing Employee immediately prior to the Effective TimeClosing, and (ii) cause each Continuing Employee target and maximum long-term cash incentive compensation opportunities that are no less than the target and maximum cash value assumptions that were used when granting target equity-based incentive compensation opportunities to be given credit under such plan for all amounts paid by such Continuing Employee prior to the Closing, (iii) to the extent not otherwise duplicative with other benefits, retirement benefits and accruals under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid applicable Benefit Plans in accordance with the terms and conditions Company’s past practices, (iv) severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) at least equal to the severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) that would have been provided to each such Continuing Employee in the event of an involuntary termination without cause (or termination for good reason, if applicable) under the Benefit Plans of the plans maintained by ParentCompany and the Company Subsidiaries, the Surviving Corporation or such Affiliatewithout amendment, as applicablecurrently in effect on the date of this Agreement or as required by applicable Law, for and (v) to the extent not otherwise duplicative with employee benefits otherwise described in this Section 7.2(a), employee benefits that are at least as favorable in the aggregate as the employee benefits provided to such plan yearContinuing Employee immediately prior to the Closing under the Benefit Plans of the Company and the Company Subsidiaries.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of For 12 months following the Effective Time, each Continuing Employee receives full credit for Parent shall, and shall cause its Affiliates, the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all purposes for service with employment agreements of the Company or any of its Subsidiaries (or predecessor employers to Subsidiaries, except in the extent event the Company provides individuals covered under such past service credit) under the comparable employee benefit plans, programs and policies of agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any Affiliate Continuing Employee becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to a Company Plan that was in effect as of the Surviving Corporationdate hereof (collectively, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided the “Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to recognize the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of service with the Company or and its Subsidiaries prior to the Effective Time (to the extent such service was recognized by the Company and its Subsidiaries under the Company Plans) of each individual employed by the Company or if there was not comparable Plan in place one of its Subsidiaries immediately prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or Time and who remains in the employment of the Surviving Corporation or any Affiliate one of its Subsidiaries or Affiliates (each, a “Continuing Employee”) for all purposes of vesting, eligibility and benefit entitlement; and (ii) for 12 months following the Surviving Corporation, as applicable, for the benefit of any Continuing EmployeesEffective Time, Parent shall use commercially reasonable efforts to, (i) cause each Continuing Employee Plan that actually covers any Continuing Employee following the Effective Time to be waived any waiting period requirements, insurability requirements and the application of any waive pre-existing condition limitations under such plan to the extent that waived or not applicable under the analogous Company Plan relating to such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective TimeContinuing Employee, and (ii) Parent shall cause each such Continuing Employee Employees to be given credit under such plan Continuing Employee Plans for all amounts paid by such Continuing Employee under any similar Company Plan for prior to the plan Effective Time during the year in which such participation commences the Effective Time occurs under a corresponding Company Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained applicable Continuing Employee Plan. The foregoing shall not apply to the extent such service credit would result in a duplication of benefits for the same period or is not permitted by Parent, the Surviving Corporation or applicable third party benefit provider under the terms and conditions of such Affiliate, as applicable, for such plan yearContinuing Employee Plan.

Employee Matters. With respect to the employees of the Company who remain employed after the Effective Time by the Company following the Effective Time (a) the “Continuing Employees”), and to the extent not prohibited under the terms of Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Continuing Employees with the Company prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation, and for the purpose of determining future vacation and severance. Continuing Employees shall receive employee benefits no less favorable in aggregate than those provided to similarly situated Parent employees. Parent shall, or shall cause its applicable Subsidiary to, assume and perform the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs Company’s employment and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, change in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accrualscontrol agreements. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts toto provide that no such Continuing Employee, (i) cause to or any of his or her eligible dependents, who, at the Effective Time, are participating in the Company’s group health plan shall be waived excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period requirements, insurability requirements and the application of any restriction or pre-existing condition limitation other than waiting period restrictions or pre-existing condition limitations under that were applicable to such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Continuing Employee immediately prior to the Effective TimeTime and to provide credit for any coinsurance and deductibles prior to the Effective Time but in the same plan year. Notwithstanding the foregoing, and (ii) cause each Continuing Employee Parent shall not be required to be given provide any coverage, benefits or credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance inconsistent with the terms and conditions of any Parent benefit plans. Furthermore, nothing contained in this Section 5.14 shall require or imply that the employment of the plans maintained by employees of the Company who are employed at the Effective Time will continue for any particular period of time following the Effective Time. This Section is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment with any Person or to otherwise create any third party beneficiary hereunder, or to be interpreted as an amendment to any plan of Parent or any Affiliate of Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.

Employee Matters. (a) Parent shallFrom the Acceptance Time through no earlier than December 31 of the calendar year following the calendar year in which the Closing Date occurs (the “Continuation Period”), or shall cause the Surviving Corporation or its SubsidiariesCompany or, to ensure that, as of if after the Effective Time, the Surviving Corporation shall cause each individual who is employed by the Company and any Company Subsidiary immediately before the Acceptance Time (each, a “Continuing Employee”) to be provided with (i) base compensation and bonus or incentive opportunities that are no less favorable in the aggregate than the base compensation and bonus or incentive opportunities (including value attributable to equity-based compensation) provided to such Continuing Employee receives full credit for all purposes for service with immediately prior to the Company or any of its Subsidiaries Acceptance Time and (or predecessor employers ii) employee benefits that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Acceptance Time. Except to the extent necessary to avoid the duplication of benefits, the Company provides such past service credit) under or, if after the comparable employee benefit plans, programs and policies of ParentEffective Time, the Surviving Corporation or any Affiliate shall recognize the service of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries each Continuing Employee prior to the Effective Acceptance Time as if such service had been performed with Parent or if there was not comparable Plan in place prior to its Affiliates (A) for all purposes under the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan Company Benefit Plans maintained by Parent the Company or the Surviving Corporation or any Affiliate of their respective Affiliates after the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, Acceptance Time (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied plans, programs or waived under a comparable Plan immediately prior agreements are provided to the Effective TimeContinuing Employees), and (iiB) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments eligibility and out-of-pocket maximums as though such amounts had been paid in accordance with the terms vesting under any employee benefit plans and conditions programs of the plans maintained by Parent, Company or the Surviving Corporation or such Affiliatetheir respective ERISA Affiliates other than the Company Benefit Plans (the “Surviving Corporation Plans”) in which the Continuing Employee participates after the Acceptance Time and (C) for purposes of determination of benefit accruals and benefit levels with respect to vacation, as applicablepaid time off and severance under any Surviving Corporation Plan in which the Continuing Employee participates after the Acceptance Time (excluding, for the avoidance of doubt, benefit accrual under any defined benefit pension plans and non-qualified retirement plans), in each case to the same extent such Continuing Employee’s service was recognized by the Company and the Company Subsidiaries under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately before the Acceptance Time. In addition, and without limiting the generality of the foregoing, each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation Plans to the extent coverage under any such plan yearreplaces coverage under a comparable benefit plan in which such Continuing Employee participates immediately before the Acceptance Time. For the avoidance of doubt, following the Acceptance Time, neither the Company nor the Surviving Corporation shall have any obligation to grant equity awards to the Continuing Employees.

Employee Matters. (a) Parent shall6.5.1 Prior to the Closing Date, Purchaser shall offer employment to the Business Employees listed on Schedule 6.5.1 and consulting or services engagements to the Business’ Contractors listed on Schedule 6.5.1. Effective on the later of the Closing Date or the date on which each Transferred Employee or Contractor commences employment or engagement by Purchaser, as the case may be, Purchaser shall provide, or shall cause the Surviving Corporation to be provided to, such Transferred Employee or its Subsidiaries, to ensure thatContractor, as the case may be, compensation, employee benefits, title, duties and responsibilities, location for performance of duties, credit for years of service, and terms and conditions of employment or consulting engagement that are substantially similar, in the aggregate, as Purchaser provides to similarly-situated employees or contractors of Purchaser. Effective on the later of the Effective TimeClosing Date or the date on which a Transferred Employee commences employment by Purchaser, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent permitted by Law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the Company provides approval of any insurance carrier, third party provider or the like with reasonable best efforts of Purchaser, such past Transferred Employee shall receive credit for his service credit) under with Seller prior to the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate Closing for purposes of eligibility to participateparticipate and vesting (but not for benefit accrual purposes) under the employee benefit plans and arrangements of Purchaser, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) but only to the extent that such service was given credit would result in a duplication under the Seller Benefit Plans. Notwithstanding any of benefits, (ii) the foregoing to the extent that such credit was not recognized under the comparable Plan contrary, none of the Company provisions contained herein shall operate to duplicate any benefit provided to any Transferred Employee or its Subsidiaries prior the funding of any such benefit. Subject to the Effective Time approval of any insurance carrier, third party provider or if there was not comparable Plan the like with reasonable best efforts of Purchaser, Purchaser will also cause all (A) pre-existing conditions and proof of insurability provisions, for all conditions that each Transferred Employee and his covered dependents have as of the later of the Closing Date or the date on which such Transferred Employee commences employment by Purchaser, and (B) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived in place prior to the Effective Time, case of clause (A) or clause (iiiB) with respect to such Transferred Employee to the same extent waived or satisfied under Seller’s Employee Benefit Plans; provided, however, that nothing in this sentence shall limit the ability of Purchaser from amending or entering into new or different employee benefit accruals. With respect to each health plans or other welfare benefit plan maintained by Parent arrangements provided such plans or arrangements treat the Surviving Corporation Transferred Employees or any Affiliate of the Surviving CorporationContractors, as applicablethe case may be, for the benefit in a substantially similar manner as employees or contractors of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearPurchaser are treated.

Employee Matters. At the Closing Date, Purchaser shall hire all Business Employees other than those set forth on Schedule 5.3 hereto (athe ------------ Business Employees to be hired by Purchaser are referred to as the "Employees"). Purchaser shall retain the Employees for a period of not less than 91 days following the Closing Date. If (i) Parent shallthe Purchaser terminates the employment of any Employee without "cause" during the 91 day period following the Closing Date, or (ii) the Purchaser relocates any Employee to an office more than 100 miles from such Employee's office at the Closing Date during the 91 day period following the Closing Date without the Employee's consent and the Employee terminates employment as a result of such involuntary relocation, then Purchaser shall cause provide such Employee with continued salary and employee benefits at the Surviving Corporation rate and/or level provided to such Employee immediately prior to the date of such termination or its Subsidiaries, to ensure that, as relocation for the remainder of the Effective Time91 day period following the Closing Date. For the purposes of this Section 5.3, each Continuing Employee receives full credit for all purposes for service with "cause" shall mean (i) the Company conviction of a felony, (ii) the willful failure to perform reasonable job- related requests, (iii) an act or any omission of its Subsidiaries gross misconduct injurious to Purchaser, or (iv) a material violation of Purchaser's rules, policies or predecessor employers procedures. All Employees who work in positions comparable to employees of Purchaser who are covered by Purchaser's employee benefit plans (such Employees collectively, the "Covered Employees") shall be entitled, to the extent permitted by applicable law and the Company provides such past service credit) under the comparable terms of Purchaser's employee benefit plans, programs and policies to participate in all employee benefit plans of ParentPurchaser to the same extent as Purchaser's employees currently employed in comparable positions. To the extent permitted by applicable law, the Surviving Corporation or any Affiliate period of the Surviving Corporation, as applicable, in which such employee is eligible to participate service with PSA and/or PSA SUB for purposes of eligibility to participate, entitlement to benefits, all Covered Employees shall be recognized for vesting and determination eligibility purposes under Purchaser's employee benefit plans. All Covered Employees, effective as of level of benefits; provided12:00 a.m. midnight on the Closing Date, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized covered under the comparable Plan medical and dental benefit plans of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) Purchaser as new employees of Purchaser with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate a waiver of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations limitations. In addition, if the Closing Date falls within an annual period of coverage under such any group health plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Timegroup dental plan of Purchaser, and (ii) cause each Continuing Covered Employee to shall be given credit under such plan for all amounts covered expenses paid by such Continuing that Employee under the comparable employee benefit plans of PSA or PSA SUB during the applicable coverage period through the Closing Date towards the satisfaction of any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments deductible limitation and out-of-pocket maximums as though such amounts had been paid in accordance with maximum that may apply under the terms group health plan or group dental plan of Purchaser and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearits Subsidiaries.

Employee Matters. (a) Parent For the six-month period following the Effective Time, Fifth Third shall, or shall cause the Surviving Corporation its applicable Subsidiaries to, provide to those individuals actively employed by, or on an authorized leave of absence from, First Charter or one of its Subsidiaries, to ensure that, Subsidiaries as of the Effective Time (collectively, the “Covered Employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the aggregate rates of base salary or hourly wage and employee benefits and annual bonus opportunities provided to such Covered Employees under the First Charter Benefit Plans as in effect immediately before the Effective Time; notwithstanding the foregoing, each Continuing Employee receives full credit for all purposes for service with nothing contained herein shall (i) be treated as an amendment of any particular First Charter Benefit Plan, (ii) give any third party any right to enforce the Company provisions of this Section 6.6, (iii) limit the right of Fifth Third or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require Fifth Third or any of its Subsidiaries to provide any such Covered Employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination, other than as required by applicable law or pro-rata incentive plan payouts, or (iv) obligate First Charter, Fifth Third or predecessor employers any of their respective Subsidiaries to (A) maintain any particular First Charter Benefit Plan or (B) retain the extent the Company provides such past service credit) under the comparable employment of any particular employee. Fifth Third will offer or provide to any Covered Employee retained by Fifth Third or any affiliate of Fifth Third participation in employee benefit plansplans and arrangements available for similarly situated employees of Fifth Third or its affiliates or Subsidiaries. Notwithstanding the foregoing, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is no covered Employee shall be eligible to participate for purposes of eligibility in Fifth Third’s Master Retirement Plan, which has been frozen as to participatenew participants. In addition, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit Fifth Third shall not be provided (i) obligated to the extent cause any Covered Employee to participate in any defined benefit plan that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Timeis maintained by Fifth Third, or (iii) with respect to benefit accruals. With respect to each health any affiliate of Fifth Third, whether or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under not such plan to meets the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearCode Section 414(j).

Employee Matters. (a) For the period commencing as of the Closing Date and ending on the first anniversary of the Closing Date, Parent shall, or shall cause the Surviving Corporation or one of its SubsidiariesControlled Affiliates to, to ensure that, as provide each employee of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries who continues their employment with Parent or one its Controlled Affiliates immediately following the Closing (the “Continuing Employees”) (i) the base salary that is no less favorable than the lesser of the base salary provided to the Continuing Employee immediately prior to the Closing or the base salary provided to similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Closing and (ii) all other employee benefits (excluding equity, equity-based and change in control benefits) that are, in the aggregate, no less favorable than the lesser of the employee benefits (excluding equity, equity-based and change in control benefits) provided to the Continuing Employee immediately prior to the Closing or the employee benefits (excluding equity, equity-based and change in control benefits) provided to similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Closing. Parent shall (or predecessor employers shall cause its Controlled Affiliates to) use commercially reasonable efforts to recognize the prior service with the Company and its Subsidiaries of each of the Continuing Employees for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including, but not limited to, for purposes of vacation, sick and paid time-off accrual and severance benefits). Parent shall (or cause its Controlled Affiliates to) use commercially reasonable efforts to waive all limitations as to pre-existing conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to such Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Closing. Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to also provide such Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the Benefit Plans for the year in which the Closing occurs under Parent’s (or one of its Controlled Affiliates’) medical, dental and vision plans for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under such employee benefit plans in the year in which the Closing occurs. Notwithstanding anything herein to the extent contrary, this Section 6.10 shall not operate to (i) duplicate any benefit provided to any such Continuing Employee or to fund any such benefit, (ii) require Parent, the Company provides such past service credit) under the comparable or any of their respective Subsidiaries and Affiliates to continue to maintain any employee benefit plans, programs and policies plan in effect following the Closing for the employees of Parent, the Surviving Corporation Company or any Affiliate of the Surviving Corporationtheir respective Subsidiaries and Affiliates, as applicable, in which including such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective TimeContinuing Employees, or (iii) with respect be construed to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or mean the Surviving Corporation or any Affiliate employment of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained Employees is not terminable by Parent, the Surviving Corporation Company or such Affiliate, as applicableany of their respective Subsidiaries and Affiliates at any time, for such plan yearany reason and without notice.

Employee Matters. AACLP (aor the applicable AAC Entity) Parent shallshall terminate all of its employees prior to the Closing Date in compliance with (to the extent applicable) the Worker Adjustment, Retraining and Notification Act of 1988, as amended, including the giving of any notice thereunder, and under any applicable state laws requiring the giving of notice of terminations, layoffs, site closings or other comparable events. AACLP (or the applicable AAC Entity) shall cause satisfy all severance pay, vacation pay and other legal obligations with respect to its employees, including but not limited to any obligations under any employment contracts or employee benefit plans or programs, to the extent based on employment service rendered to AAC or any AAC Entity prior to the Closing Date. The Company shall have no liability or obligation to the AAC Entities or their employees to employ or offer employment to any employee of the AAC Entities or any group of employees of the AAC Entities. It is understood, however, that on or after the Closing Date, the Company may, in its sole and absolute direction, offer employment to those employees of AAC and the AAC Subsidiaries who, prior to Closing Date, worked as site employees. Nothing in this Agreement shall limit the Company from taking any action at any time after the Closing Date in respect of its employees or the terms and conditions of their employment. Any former employees of the AAC Entities ("Former AAC Employees") that are subsequently employed by the Company shall in general receive compensation on the same basis and subject to same standards as the employees of the Company. In addition, all Former AAC Employees shall be eligible to participate in the same manner as other similarly situated employees of the Surviving Corporation who were formerly employees of the Company in any other benefit programs, policies and arrangements sponsored or its Subsidiaries, to ensure that, as of maintained by the Surviving Corporation after the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health such employee benefit plan, program, policy or other welfare benefit arrangement, service with AAC or any of the AAC Subsidiaries (as applicable) shall be included for purposes of determining eligibility to participate, vesting (if applicable) and entitlement to benefits. The medical plan or plans maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to after the Effective TimeTime shall waive all limitation as to preexisting conditions, exclusions and (ii) cause each Continuing Employee waiting periods with respect to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearcoverage requirements applicable to Former AAC Employees.

Employee Matters. (a) Parent From and after the Effective Time, ---------------- the employee benefit plans and programs to be provided to employees of HFP as of the Effective Time ("HFP Employees") shall be the benefit plans and programs provided to similarly situated employees of Xxxxxx. For purposes of all employee benefit plans, programs or arrangements maintained, sponsored or contributed to by Xxxxxx or its affiliates, in which HFP Employees shall be eligible to participate, Xxxxxx shall cause each such plan, program or arrangement to treat the prior service of each HFP Employee with HFP or its affiliates as service rendered to Xxxxxx or its affiliates for purposes of eligibility, vesting and benefits accruals (but not for purposes of benefit accruals under any defined benefit pension plan). From and after the Effective Time, Xxxxxx shall (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Xxxxxx or its affiliates to be waived with respect to HFP Employees and their eligible dependents and (ii) give each HFP Employee credit for the plan year in which the Effective Time (or the transition from HFP Benefit Plans to the Plans of Xxxxxx or its affiliates) occurs towards applicable deductibles and annual out-of- pocket limits for expenses incurred prior to the Effective Time (or such other transition date). From and after the Effective Time, Xxxxxx shall, or shall cause the Surviving Corporation Corporation, to honor, pursuant to the terms of the HFP Benefit Plans, all accrued or vested benefit obligations to current and former employees of HFP or its Subsidiaries, to ensure that, as of affiliates under the HFP Benefit Plans. From and after the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company Xxxxxx will or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, will cause the Surviving Corporation to retain those existing employees reasonably required by management of HFP for the conduct of the business of the Surviving Corporation after the Effective Time. Notwithstanding anything contained in this Agreement to the contrary, Xxxxxx or any Affiliate of the Surviving Corporation, as applicablethe case may be, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company take or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and taken all actions necessary to effectuate the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year items set forth in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions Schedule A of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearHFP Schedule.

Employee Matters. (a) Parent shallSubject to applicable Law, for a period of one (1) year following the AHL Effective Time or such shorter period as an AHL Employee remains an employee of AHL Surviving Entity or its Subsidiaries following the AHL Effective Time (the “Continuation Period”), Tango Holdings shall provide, or shall cause AHL Surviving Entity (or in the case of a transfer of all or substantially all the assets and business of AHL Surviving Corporation Entity, its successors and assigns) to provide, to each individual who is employed by AHL or any of its Subsidiaries immediately prior to the AHL Effective Time (each, an “AHL Employee”), an annual rate of base salary and total direct target compensation opportunity (base salary plus target annual incentive compensation, but excluding any equity or long-term incentive compensation) that are each no less favorable than the base salary and total direct target compensation opportunity provided to such AHL Employee by AHL and any of its Subsidiaries immediately prior to the AHL Effective Time. During the Continuation Period, Tango Holdings shall provide, or shall cause AHL Surviving Entity to provide, the AHL Employees with employee benefits (excluding any equity or long-term incentive compensation, severance benefits, retiree welfare benefits and defined benefit pension plans) that are no less favorable in the aggregate than those provided to similarly situated employees of Tango Holdings or any of its Subsidiaries. With respect to all employee benefit plans of AHL Surviving Entity and its Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation and paid time-off but excluding any severance, equity or long-term incentive compensation), for purposes of determining eligibility to ensure thatparticipate, level of benefits and vesting, each AHL Employee’s service with AHL or any of its Subsidiaries (as well as service with any predecessor employer of AHL or any such Subsidiary, to the extent service with the predecessor employer was recognized by AHL or such Subsidiary as of the AHL Effective Time, each Continuing Employee receives full credit for all purposes for Time in accordance with past practice) shall be treated as service with the Company AHL Surviving Entity or any of its Subsidiaries (or predecessor employers to in the extent case of a transfer of all or substantially all the Company provides such past service credit) under the comparable employee benefit plansassets and business of AHL Surviving Entity, programs its successors and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefitsassigns); provided, however, that such credit shall service need not be provided (i) recognized to the extent that such credit recognition would result in a any duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, benefits for the benefit same period of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearservice.

Employee Matters. (a) Parent shall, or The Company shall cause the Surviving Corporation employment or its Subsidiaries, to ensure that, as services of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan employees of the Company or and its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan terminated immediately prior to the Effective Time; provided, however, that such termination shall be contingent upon the Effective Time occurring. Upon the Effective Time, the cash severance payments and benefits provided under the applicable Company Benefit Plans (iibased on a termination without “cause” or “qualifying termination” as applicable) cause shall be paid in full in a lump sum to each Continuing employee of the Company and its Subsidiaries and to any former employee of the Company and its Subsidiaries who is receiving severance payments and/or benefits that have not been previously paid in full as of the Effective Time (collectively the “Affected Employees”), with the amount in respect of health, dental, vision and hospitalization benefits to equal the full premium amount for such benefits for the applicable coverage period plus the amount necessary so that after the payment of all income and employment taxes, the Affected Employee retains the full aggregate premium amount (with such amounts determined in a manner consistent with the methodology used in the summary of such payments previously provided by the Company to Parent); provided, however, that any and all payments to be given credit made under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid this Section 6.5 shall be made in accordance with the terms and conditions requirements of Section 409A of the plans maintained by ParentCode and the Treasury Regulations thereunder. Parent and the Company agree to cooperate during the period between the date of this Agreement and the Closing Date to assist the Affected Employees in obtaining post-Closing health, the Surviving Corporation or such Affiliatedental, as applicablevision and hospitalization benefits, which benefits, for the avoidance of doubt, shall be the exclusive expense of each such plan yearAffected Employee. Parent is externally-managed and therefore has no employees and is not capable of hiring employees. The Investment Adviser intends to meet with employees of the Company to discuss potential employment opportunities with the Investment Adviser. The parties acknowledge and agree that the Merger shall constitute a “change of control” within the meaning of each Company Benefit Plan.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of For 12 months following the Effective Time, each Continuing Employee receives full credit for Parent shall, and shall cause its Affiliates, the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all purposes for service with employment agreements of the Company or any of its Subsidiaries (or predecessor employers to Subsidiaries, except in the extent event the Company provides individuals covered under such past service credit) under the comparable employee benefit plans, programs and policies of agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any Affiliate Continuing Employee (as defined below) becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to a Company Plan that was in effect as of the Surviving Corporationdate hereof (collectively, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided the “Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to recognize the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of service with the Company or and its Subsidiaries prior to the Effective Time (to the extent such service was recognized by the Company and its Subsidiaries under the Company Plans) of each individual employed by the Company or if there was not comparable Plan in place one of its Subsidiaries immediately prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or Time and who remains in the employment of the Surviving Corporation or any Affiliate one of its Subsidiaries or Affiliates (each, a “Continuing Employee”) for all purposes of vesting, eligibility and benefit entitlement; and (ii) for 12 months following the Surviving Corporation, as applicable, for the benefit of any Continuing EmployeesEffective Time, Parent shall use commercially reasonable efforts to, (i) cause each Parent Plan that actually covers any Continuing Employee following the Effective Time to be waived any waiting period requirements, insurability requirements and the application of any waive pre-existing condition limitations under such plan to the extent that waived or not applicable under the analogous Company Plan relating to such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective TimeContinuing Employee, and (ii) Parent shall cause each such Continuing Employee Employees to be given credit under such plan Continuing Employee Plans for all amounts paid by such Continuing Employee under any similar Company Plan for prior to the plan Effective Time during the year in which such participation commences the Effective Time occurs under a corresponding Company Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained applicable Parent Plan. The foregoing shall not apply to the extent such service credit would result in a duplication of benefits for the same period or is not permitted by Parent, the Surviving Corporation or applicable third party benefit provider under the terms and conditions of such Affiliate, as applicable, for such plan yearContinuing Employee Plan.

Employee Matters. (ai) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent shalland its Subsidiaries providing benefits to any current and former employee of the Company and its Subsidiaries (“Company Employees”) after the Effective Time (the “New Plans”), each Company Employee shall be credited with his or shall cause her years of service with the Surviving Corporation or Company and its Subsidiaries, to ensure that, as of Subsidiaries and their respective predecessors before the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the same extent the as such Company provides such past service credit) under the comparable employee benefit plansEmployee was entitled, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to before the Effective Time, to credit for such service under any similar Company Benefit Plan or (iii) with respect Company Foreign Plan in which such Company Employee participated or was eligible to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, (A) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Company Benefit Plan or Company Foreign Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (iiB) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause each Continuing Employee all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be given credit waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans of the Company or its Subsidiaries in which such plan for all amounts paid employee participated immediately prior to the Effective Time and Parent shall cause any eligible expenses incurred by such Continuing Employee under any similar Company Plan for employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in which the corresponding New Plan begins to be taken into account under such participation commences New Plan for purposes of applying deductibles, co-payments satisfying all deductible and maximum out-of-pocket maximums requirements applicable to such employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearNew Plan.

Employee Matters. (a) Parent shall, or Each person who shall cause continue as an employee of the Surviving Corporation after the Effective Time shall, after the Effective Time, be an at-will employee of Parent or Surviving Corporation to the extent permitted by applicable Law (a "Continuing Employee"); provided that each employee employed in the United States shall provide proof of the right to work in the United States. Each Continuing Employee shall be eligible to receive benefits (such as medical benefits, bonuses and 401(k)) maintained for employees of Parent consistent with Parent's employment policies. To the extent permitted by law and applicable tax qualification requirements and subject to any generally applicable break in service or similar rule, each Continuing Employee shall be given credit, for the purpose of any service requirements for participation eligibility, or vesting, for his or her period of continuous coverage under comparable Company benefit plans prior to the Effective Time to the extent permitted by Parent's benefit programs and consistent with Parent's employee benefit plans. No Continuing Employee, or any or his or her eligible dependents, who, at the Effective Time, are participating in a Company group health plan shall be excluded from Parent's group plan, or limited in coverage thereunder, by reason of any waiting period restriction or preexisting condition limitation to the extent permitted by Parent's employee benefit plans and the insurance carrier or provider. To the extent consistent with law and applicable tax qualification requirements, Parent shall use its Subsidiaries, commercially reasonable efforts to ensure thatthat each Continuing Employee shall receive credit under the Parent group health plan in which the Continuing Employee participates (for the purpose of any annual out-of-pocket limitations) for any deductibles or co-payments that such individual has paid or has been charged with under any Company group health plan during the calendar year in effect at the Effective Time to the extent consistent with the applicable policies of the insurance carrier or other provider. In furtherance of the foregoing, the Company shall terminate all employment agreements and other arrangements with its employees effective as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or . Notwithstanding any of its Subsidiaries (or predecessor employers the foregoing to the extent the Company provides such past service credit) under the comparable employee benefit planscontrary, programs and policies of Parent, the Surviving Corporation or any Affiliate none of the Surviving Corporation, as applicable, in which such provisions contained herein shall operate to duplicate any benefit provided to any employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan funding of any such benefit. The Company shall obtain a written release of claims against the Company in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to form attached hereto as Exhibit D from each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements terminated employees and the application of Indemnifying Officer as well as any pre-existing condition limitations under such plan to the extent that such requirements other officers and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions directors of the plans maintained by Parent, Company as to all claims arising on or before the Surviving Corporation or such Affiliate, as applicable, for such plan yearClosing Date.

Employee Matters. (a) Parent Following the date hereof and prior to the Closing Date, Regency shall, or shall cause the Surviving Corporation Acquired Companies or its Subsidiaries, another Affiliate of Regency to ensure that, offer to employ as a direct employee of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of ParentRegency, the Surviving Corporation Acquired Companies or any another Affiliate of the Surviving Corporation, as applicable, in which such Regency each employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided Contributor (i) who is assigned to, and devotes substantially all of his or her time to, providing services to the extent that such credit would result Acquired Companies, each of whom shall be identified by Contributor in a duplication list to be provided to Regency within thirty (30) days after the Execution Date (collectively, the “Dedicated Employees”), which list shall include the name, title, business location and annual compensation of benefitseach Dedicated Employee, (ii) who devotes some, but less than substantially all, of his or her time to providing services to the extent that such credit was not recognized under the comparable Plan Acquired Companies, each of the Company or its Subsidiaries whom Contributor and Regency shall identify by mutual agreement prior to the Effective Time or if there was not comparable Plan in place prior to Closing Date (collectively, the Effective Time“Shared Employees”), or and (iii) who, without regard to whether he or she is a Dedicated Employee or a Shared Employee, is listed in Schedule 5.18(a)(iii) of the Contributor Disclosure Schedule (collectively, the “Listed Employees”, and together with the Dedicated Employees and Shared Employees, the “Offered Employees”). Such offers shall be for employment with substantially the same title and position, and with (i) a base pay or salary rate at least equal to the base pay or salary rate as in effect with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Offered Employee immediately prior to the Effective Time, Closing Date and (ii) cause each Continuing Employee bonus opportunities and employee benefits no less favorable in the aggregate than the bonus opportunities and employee benefits offered or provided to similarly situated employees of Regency and its Affiliates. Both the offers from Regency or its Affiliates and any acceptances thereof by the Offered Employees shall be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for contingent upon the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions consummation of the plans maintained by Parenttransaction contemplated in this Agreement and effective upon the Closing Date. Offered Employees who accept such offers of employment from Regency or its Affiliates are referred to herein as “Transferred Employees.” Such employment of Transferred Employees as direct employees of Regency, the Surviving Corporation Acquired Companies or such Affiliate, another Affiliate of Regency (as applicable, for such plan year) shall commence effective as of the Closing Date.

Employee Matters. (aSimultaneously with the Merger, the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) plan, including but not limited to, termination of such plan. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation or its Subsidiariesto honor and satisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to ensure that, as of continue any particular Company Benefit Plan after the Effective Time, and any Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Benefit Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Parent shall arrange for each Continuing Employee receives individual who is then a participant in such terminated or amended plan to participate in a comparable Parent Benefit Plan in accordance with the eligibility criteria thereof, provided that (i) such participants shall receive full credit for all purposes for years of service with the Company or any of its Company Subsidiaries (or predecessor employers prior to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate Merger for purposes of eligibility to participateand vesting, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to but excluding benefit accrual or the extent that such credit would result in a duplication amount of benefits, (ii) such participants shall participate in the Parent Benefit Plans on terms no less favorable than those offered by Parent to similarly situated employees of Parent and (iii) Parent shall cause any and all pre-existing conditions limitations (to the extent that such credit was limitations did not recognized under the comparable Plan of the Company or its Subsidiaries prior apply to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any a pre-existing condition limitations under such plan to the extent that such requirements Company Benefit Plans) and limitations were satisfied or waived eligibility waiting periods under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee any group health plans to be given credit under waived with respect to such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments participants and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yeartheir eligible dependents.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as honor the obligations of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to subsidiaries under the extent provisions of all collective bargaining, employment, consulting, termination, severance, change in control and indemnification agreements between and among the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporationits subsidiaries and any current or former officer, as applicabledirector, in which such consultant or employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or any of its Subsidiaries prior to subsidiaries as set forth in the Effective Time or if there was not comparable Plan in place prior to appropriate Sections of the Company Disclosure Schedule. For a period of six months following the Effective Time, Parent agrees that it will maintain, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or will cause the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicableand its subsidiaries to maintain, for the benefit of the employees of the Company and any Continuing Employeesof its subsidiaries following the Effective Time compensation and benefit plans, programs, arrangements and policies (other than equity based compensation plans, programs, arrangements and policies) as will provide compensation and benefits which in the aggregate are not materially less favorable than those provided to such employees as of the date hereof under the Company Employee Benefit Plans (other than such equity based compensation plans, programs, arrangement and policies) in accordance with their written terms (except as set forth on Sections 3.12 and 5.01 of the Company Disclosure Schedule with respect to acceleration of options on termination of employment by the Company) as made available to Parent and without regard to formal or informal discretionary provisions; provided, however, the equity match in the Company's Retirement Savings Plan (the "RSP") shall be continued during such period substituting a cash contribution in lieu of Company Common Stock unless, at the discretion of Parent, Parent shall use commercially reasonable efforts to, (i) cause elects to be waived any waiting period requirements, insurability requirements and substitute common stock of Parent. In the application event that after the Effective Time the employment of any pre-existing condition limitations under participant in the RSP at the Effective Time is terminated by the Company other than for Cause, such plan participant shall be 100% vested in any RSP matching contributions made by the Company on behalf of such participant or, at Parent's option, to the extent that such requirements and limitations were satisfied or waived necessary to avoid adversely effecting the qualified status of the RSP under the Code, will receive a comparable Plan immediately prior cash payment in an amount equal to any forfeited matching contributions under the RSP. Parent shall pay to the Effective Time, and (ii) cause individuals listed on Section 6.08 of the Company Disclosure Schedule the amounts identified as targeted 1999 ICP bonus amounts opposite each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid name in accordance with the terms and conditions of payment schedule under the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearICP.

Employee Matters. Newco shall maintain without substantive modification for a period of one year following the Effective Time those Enron Benefit Plans that are tax qualified (a"tax qualified plans") Parent shall, under Sections 401(a) and 501(a) of the Code. The active or shall cause former employees of Enron who after the Surviving Corporation Effective Time participate in a tax qualified plan sponsored or maintained by Newco or its SubsidiariesU.S. federal income tax consolidated Subsidiaries (collectively, to ensure that"Newco Group") will receive credit for service under such plan, but only for purposes of eligibility and vesting, as of if service with Enron prior to the Effective Time had been service with Dynegy. From and after the Effective Time, each Continuing Employee receives full Enron employees, excluding those covered by collective bargaining agreements, will be provided severance benefits that are at least comparable in all respects to the severance benefits provided by Dynegy under its severance benefit plans and arrangements for similarly situated employees. For purposes of the foregoing obligation regarding severance, the term "severance benefit plans and arrangements" shall not include any individually negotiated agreements. The foregoing notwithstanding, nothing in this Section 7.16 shall obligate Dynegy to provide severance benefits if an employee is offered a comparable position, benefits and salary with a third-party purchaser of the business operation in which the employee works without regard to the form of the third-party purchase transaction. Enron Benefit Plans that are employee welfare benefit plans within the meaning of section 3(1) of ERISA, other than severance pay plans, shall be maintained for one year after the Effective Time without substantive change in either benefits provided or classes of employees covered; provided that such plans may be modified in accordance with past practice to take into account customary periodic design adjustments and employee premium costs to reflect experience and change in the law and provided that Enron employees may be provided medical benefits under the Dynegy medical benefit plans and arrangements for similarly situated employees commencing as of the January 1 immediately following the Effective Time. Enron employees who on or after the Effective Time become eligible for health care benefits under plans other than Enron Benefit Plans, if other than at the end of an annual coverage period under the analogous or correlative Enron Benefit Plan providing similar health benefits, shall under such plans be granted credit for all purposes for service with co-pays, deductibles and the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) like applicable under the comparable employee benefit plans, programs Enron Benefit Plan and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided subject to any preexisting condition exclusion that was not applicable under the Enron Benefit Plan. With respect to sick pay, severance pay and vacation time from and after the Effective Time, (i) to the extent that such credit would result in a duplication benefits are dependent upon years of benefitsservice and/or compensation criteria, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries service with and compensation received from Enron prior to the Effective Time or shall be credited as if there it had been service with Dynegy and (ii) no Enron employee who was not comparable Plan active at the Effective Time shall have his annual vacation entitlement reduced for a one-year period following the Effective Time. Enron may in place prior to its discretion continue its present retiree medical program and its existing portable medical program until the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearprovided there is no substantive change.

Employee Matters. (a) Parent shall, or shall cause Until the Surviving Corporation or its Subsidiaries, to ensure that, as first anniversary of the Effective Time (the "Benefits Continuation Period"), the Surviving Entity shall pay or cause to be paid to each employee of the Company and the Company Subsidiaries who continues as an employee of the Company, the Company Subsidiaries or the Surviving Entity during the Benefits Continuation Period (the "Continuing Employees") a base salary at a rate not less than the rate of such base salary in effect at the Effective Time. During the Benefits Continuation Period, each the Surviving Entity shall provide or cause to be provided an incentive compensation opportunity not less than the incentive compensation opportunity in effect at the Effective Time. The Surviving Entity shall also provide or cause to be provided to any Continuing Employee receives full credit for all purposes for service with during the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee Benefits Continuation Period medical benefits and other welfare benefit plans, programs and policies arrangements (i) that are substantially comparable to those provided under the Company Benefit Plans as in effect at the Effective Time; (ii) which are substantially comparable to those provided to management employees of the Parent or its Subsidiaries; or (iii) any combination of the foregoing; provided that (x) with respect to Continuing Employees who are subject to collective bargaining or employment agreements (including change in control agreements), compensation, benefits and payments shall be provided in accordance with such agreements, and the Surviving Entity expressly assumes such collective bargaining or employment agreements (including change in control agreements) and (y) during the Benefits Continuation Period, the Surviving Entity shall pay, subject to such terms and conditions as it shall establish, any such Continuing Employee whose employment is involuntarily terminated by the Parent, the Surviving Corporation Entity or any Affiliate of their Subsidiaries without cause an amount of severance pay in cash equal to the amount of cash severance pay that would have been payable to such Continuing Employee under the terms of the severance plan maintained by the Company and its Subsidiaries and applicable to such Continuing Employee immediately prior to the date of this Agreement. The foregoing provisions of this Section 6.6 shall not be construed or interpreted to restrict in any way the Surviving CorporationEntity's or Parent's ability to amend, as applicablemodify or terminate any Company Benefit Plan (including, without limitation, to change the entities who administer such Company Benefit Plans, or the manner in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (iCompany Benefits Plans are 50 administered) to the extent that not inconsistent with such credit would result in a duplication of benefits, (ii) foregoing restrictions or any other plan made available to the extent that such credit was not recognized under the comparable Plan of the Company Continuing Employees or its Subsidiaries prior to the Effective Time terminate any person's employment at any time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or for any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearreason.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as As of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company Business Employees shall cease to be employees of TWDC or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible ) and shall become or continue to participate for purposes be employees of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company Spinco or its Subsidiaries prior to without any interruption in employment, and Spinco or its Subsidiaries shall be the sole employer of the Business Employees at the Effective Time or if there was not comparable Plan in place prior to Time. At the Effective Time, Spinco and its Subsidiaries shall not employ any individuals other than the Business Employees. The Business Employees (including Business Employees covered by collective bargaining agreements) shall be entitled to all compensation or benefits accrued and payable under each Business Benefit Plan other than a Spinco Benefit Plan (iiiexcluding any Business Benefit Plan providing severance or termination pay) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective TimeDate, and (ii) cause each Continuing Employee to which shall be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid TWDC in accordance with the terms and conditions of such Business Benefit Plans as if such Business employee terminated employment with the plans maintained by Parentsponsor of or participating employer in such Business Benefit Plan at the Effective Time. With respect to each of the collective bargaining agreements that currently cover one or more Business Employees, the Surviving Corporation Company agrees to take all actions necessary so that, effective at the Effective Time, Spinco shall assume and be bound by such agreements with respect to the applicable Business Employees, or shall enter into substantially identical collective bargaining agreements with respect to the applicable Business Employees, in each case such Affiliatethat, among other things, Spinco shall assume and be bound by the obligations under such agreements to provide employee benefits to the applicable Business Employees in accordance with the terms thereof. The Company acknowledges that it shall have a duty to bargain, pursuant to the National Labor Relations Act, with any and all labor organizations certified or recognized as applicablethe bargaining representative for any Business Employees. Notwithstanding the foregoing, TWDC shall retain all liabilities under the current terms of the collective bargaining agreements (i) relating to Business Benefit Plans for collectively bargained Business Employees to the extent provided in Section 6.7(b) of this Agreement, (ii) for all retiree welfare benefit obligations (other than those for which Business Employees may meet the eligibility requirements following the Effective Time and for which Business Employees are intended to pay the entire cost of coverage), and (iii) for all retiree welfare benefit obligations under which former employees under such plan yearcollective bargaining agreements are currently receiving benefits or are eligible to receive benefits.

Employee Matters. (a) Parent shallWith respect to each employee benefit plan or program or service-based policy maintained by Purchaser, or shall cause the Surviving Corporation or their Affiliates following the Effective Time and in which any of the employees of the Company and its SubsidiariesSubsidiaries (the “Company Employees”) who continue to be employed by Purchaser, to ensure that, as of the Surviving Corporation or their Affiliates after the Effective Time, each excluding any employees who are covered by a collective bargaining agreement (the “Continuing Employee receives full credit Employees”), participate after the Effective Time (the “Purchaser Plans”), for all purposes for of determining eligibility to participate, vesting and benefit accrual (but not with respect to calculation or accrual of benefits under any defined benefit program), service with the Company or any of and its Subsidiaries prior to the Effective Time (or predecessor employers to the extent the Company provides such and its Subsidiaries provide past service credit) shall be treated as if such service were with Purchaser and its Subsidiaries to the same extent that such service was recognized by the Company and its Subsidiaries immediately prior to the Effective Time under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefitsCompany Plan; provided, that such credit crediting of service does not result in any duplication of benefits. Purchaser shall not be provided in accordance with applicable Law, and shall otherwise use its commercially reasonable efforts to, ensure that each applicable Purchaser Plan that is a group health plan shall waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations to the extent (i) similar limitations are already in effect with respect to the extent a Continuing Employee that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized have been satisfied or waived under the comparable corresponding Company Plan of the Company or its Subsidiaries immediately prior to the Effective Time or if there was not comparable included under the corresponding Company Plan in place immediately prior to the Effective Time and (ii) permitted by the applicable insurance policy or otherwise under the Purchaser Plan. Prior to the Effective Time, or (iii) with respect if requested by Purchaser in writing, to benefit accruals. With respect to each health or other welfare benefit plan maintained the extent permitted by Parent or applicable Law and the Surviving Corporation or any Affiliate terms of the Surviving Corporationapplicable plan or arrangement, as applicable, for the benefit of any Continuing Employees, Parent Company shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements amended the employee benefit plans and the application arrangements of any pre-existing condition limitations under such plan it and its Subsidiaries to the extent necessary to provide that no employees of Purchaser and its Subsidiaries shall commence participation therein following the Effective Time unless Purchaser or such requirements Subsidiary explicitly authorizes such participation and limitations were satisfied or waived under a comparable Plan (ii) cause the Company tax-qualified 401(k) plan to be terminated effective immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.

Employee Matters. (a) Parent shall, or shall cause From the Surviving Corporation or its Subsidiaries, to ensure that, as Changeover Time through the first anniversary of the Effective Time, Parent shall cause the Company, the Surviving Corporation and their respective Affiliates to provide each Continuing individual who is employed by the Company or any Company Subsidiary immediately before the Changeover Time who continues employment with Parent or the Surviving Corporation (or any Affiliate thereof) following the Effective Time (each, a “Company Employee”) with (i) base compensation, bonus and incentive opportunities that are no less favorable in the aggregate than the base compensation, bonus and incentive opportunities (including value attributable to equity based compensation generally, without giving effect to the Transactions) provided to such Company Employee receives full credit for all purposes for immediately prior to the Acceptance Time, and (ii) employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior to the Changeover Time. Except to the extent necessary to avoid the duplication of benefits, Parent shall cause the Company, the Surviving Corporation and their respective Affiliates to recognize the service of each Company Employee with the Company or any of its Subsidiaries a Subsidiary (or predecessor employers a predecessor) prior to the extent Changeover Time as if such service had been performed with Parent or its Affiliates for all purposes under the Company provides such past service credit) under Benefit Plans maintained by the comparable employee benefit plans, programs and policies of Parent, Company or the Surviving Corporation or their respective Affiliates after the Changeover Time and any Affiliate employee benefit plans and programs of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of their respective Affiliates (the Surviving Corporation, as applicable“Parent Plans”) in which the Company Employee participates after the Changeover Time (excluding, for the avoidance of doubt, benefit accrual under any defined benefit pension plans), in each case to the same extent such Company Employee’s service was recognized by the Company or a Subsidiary under the corresponding Company Benefit Plan in which such Company Employee participated immediately before the Changeover Time. In addition, and without limiting the generality of any Continuing Employeesthe foregoing, Parent each Company Employee shall use commercially reasonable efforts tobe immediately eligible to participate, (i) cause to be waived without any waiting period requirementstime, insurability requirements in any and the application of any pre-existing condition limitations under such plan all Parent Plans to the extent that coverage under any such requirements and limitations were satisfied or waived plan replaces coverage under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such benefit plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with Company Employee participates immediately before the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearChangeover Time.

Employee Matters. (a) Parent shall, With respect to any employee benefit plans of Dimensional or shall cause the Surviving Corporation in which any Company Employees covered by such employee benefit plans at the Effective Time (whether or its Subsidiariesnot such covered employees have then satisfied waiting periods or other preconditions to participation under such plans) (collectively, the “Covered Company Employees”) first become eligible to ensure thatparticipate on or after the Effective Time, and in which the Continuing Employees did not participate prior to the Effective Time (the “Post-Closing Plans”), Dimensional or the Surviving Corporation, as the case may be, shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Covered Company Employees and their eligible dependents under any Post-Closing Plans in which such employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods under the analogous pre-Effective Time employee benefit plan had not been satisfied or completed as of the Effective Time; (ii) provide each Covered Company Employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to the Effective Time under the analogous pre-Effective Time employee benefit plan in satisfying any applicable deductible or out-of-pocket requirements under any Post-Closing Plans in which such employees may be eligible to participate after the Effective Time; and (iii) recognize all service of the Covered Company Employees with the Company and its Subsidiaries, each Continuing Employee receives full credit and their respective affiliates, for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plansincluding, programs and policies of Parentwithout limitation, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, vesting credit, entitlement to benefits, vesting and determination of level of benefits; providedand, that such credit shall not be provided (iexcept with respect to defined benefit pension plans, benefit accrual) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable any Post-Closing Plan in place prior which such Covered Company Employees may be eligible to participate after the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such service is taken into account under the applicable Post-Closing Plan; provided that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior the foregoing shall not apply to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year extent it would result in which such participation commences for purposes duplication of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearbenefits.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or shall take such action as may be necessary so that on and after the Effective Time through the period ending December 31, 2008, employees of the Company and its Subsidiaries, other than current elected executive officers of the Company (approximately 20 individuals), who are not covered by any collective bargaining agreement or labor contract who remain employed after the Closing by Parent, its Subsidiaries, Affiliates or the Surviving Corporation (the "Parent Group"), are provided compensation opportunities (including, but not limited to, base salary, base wages, annual and long-term incentive compensation and phantom stock and phantom option awards) and benefits opportunities (including, but not limited to, pension and welfare benefits and vacation pay but excluding equity compensation) which are, in the aggregate, materially no less favorable than the compensation and benefits (including the target value of phantom options, phantom restricted stock and performance units) made available by the Company and its Subsidiaries to ensure thatits employees immediately prior to the Effective Time. To the extent not duplicative of benefits, as for purposes of eligibility to participate, calculation of benefits and vesting in all benefits provided by the Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Employee Benefit Plans (including, but not limited to vacation pay plans) of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any such officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by such officers and employees of the Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, after the Effective Time, each Continuing Employee receives full credit for all purposes for service with be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of the Parent Group to the same extent as if such amounts had, when paid, been paid under such health plans of the Parent Group. Nothing contained in this Section 5.5 shall create any rights in any officer or employee of the Company or any of its Subsidiaries in respect of continued employment for any specified period of any nature or kind whatsoever or, except as set forth in this Agreement, limit Parent's or the Surviving Corporation's power to amend or terminate any particular Employee Benefit Plan or Foreign Benefit Plan or require (and the Company shall take no action that would require) the Parent or predecessor employers Surviving Corporation to continue any particular Employee Benefit Plan or Foreign Benefit Plan. To the extent that an agreement with a labor union, works council or a similar entity obligates the Company provides such past service credit) under to require a purchaser or merger partner to assume the comparable employee benefit plansterms of that agreement, programs and policies of Parent, Parent agrees to cause the Surviving Corporation or any Affiliate to recognize the entity that is a party to such an agreement as the exclusive bargaining representative of the Surviving Corporation, as applicable, in which such employee is eligible covered employees and to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or cause the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with adopt the terms of that agreement and conditions any related and current memorandums of agreement between the plans maintained by Parent, the Surviving Corporation or Company and such Affiliate, as applicable, for such plan yearentity.

Employee Matters. (a) Parent shall, for a period of one (1) year immediately following the later of the Acceptance Time and the Effective Time, provide, or shall cause the Surviving Corporation or and its SubsidiariesSubsidiaries to provide, to ensure that, as employees who shall have been employees of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries at the Acceptance Time who continue as employees of the Company, its Subsidiaries or the Surviving Corporation following the Acceptance Time (or predecessor employers the “Company Employees”) with employee benefit plans, programs, policies and arrangements (other than equity-based plans and severance arrangements) that are comparable, in the aggregate, to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, arrangements (other than equity-based plans and severance arrangements) provided by the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible Company and its Subsidiaries to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) Company Employees immediately prior to the extent that such credit would result in a duplication Acceptance Time. Parent shall recognize the service of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of Company Employees with the Company or and its Subsidiaries prior to the Effective Acceptance Time or if there was not comparable as service with Parent and its Affiliates in connection with any Parent Benefit Plan in place prior which is made available to Company Employees following the Effective TimeAcceptance Time for purposes of any waiting period, vesting, eligibility and benefit entitlement where length of service is relevant. Parent shall (i) waive, or (iii) cause its insurance carriers to waive, all limitations as to pre-existing conditions, if any, with respect to benefit accruals. With respect participation and coverage requirements applicable to each health or other Company Employees and their dependents under any Parent Benefit Plan that is a welfare benefit plan maintained by Parent or (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Surviving Corporation or Acceptance Time (other than any Affiliate limitations that were in effect with respect to such employees as of the Surviving Corporation, as applicable, for Acceptance Time under the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Timeanalogous Company Plan), and (ii) cause each Continuing Employee provide credit to be given credit under such plan Company Employees and their dependents for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments payments, deductibles and out-of-pocket maximums as though expenses paid by such amounts employees under the employee benefit plans, programs or arrangements of the Company and its Subsidiaries during the portion of the relevant plan year, including the Purchase Date. Parent shall cause the Surviving Corporation and its Subsidiaries to expressly assume and agree to perform any employment, severance or change in control agreement listed in Section 3.11(h) of the Company Disclosure Letter in the same manner and to the same extent that the Company and its Subsidiaries would be required to perform it if the Transactions had been paid not taken place. Notwithstanding anything to the contrary contained herein, Parent shall honor, and cause the Surviving Corporation and its Subsidiaries to honor, in accordance with its terms as in effect immediately prior to the terms and conditions of the plans maintained by ParentAcceptance Time, the Surviving Corporation or such Affiliate, as applicable, 2008 Severance Pay Plan for such plan yearthe benefit of Company Employees.

Employee Matters. (a) From and after the Effective Time, Parent shall, or shall will cause the Surviving Corporation to honor, in accordance with their terms, the employment contracts, severance agreements and similar agreements with officers and employees of the Company and its Subsidiaries set forth in Schedule 6.9 of the Company Disclosure Statement (the "Executive Agreements"); PROVIDED, HOWEVER, that nothing herein shall preclude any change in any Executive Agreement effective on a prospective basis that is permitted pursuant to the terms of this Agreement or the applicable Employee Plan. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of the Company and its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan obligations of the Company or and its Subsidiaries under the Employee Plans as in effect immediately prior to the Effective Time or if there was not comparable Plan in place prior and will provide employee benefit plans with aggregate employee benefits to Company Employees that are no less favorable than the Effective Time, or (iii) with respect aggregate benefits provided to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan them immediately prior to the Effective Time pursuant to the plans set forth in Schedule 6.9 of the Company Disclosure Statement; PROVIDED THAT Parent at its sole option may provide employee benefits to Company Employees which, in the aggregate, are no less favorable than those applicable to similarly situated employees of Parent. With respect to any plans established by Parent, to the extent a Company Employee becomes eligible to participate in any such plans, Parent shall grant to such Company Employee from and after the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid service with the Company and its affiliates and predecessors (and any other service credited by the Company under similar Employee Plans) prior to the Effective Time for eligibility to participate, benefit accrual and vesting purposes. To the extent Parent benefit plans provide medical or dental welfare benefits, such Continuing plans shall waive any preexisting conditions and actively at-work exclusions with respect to Company Employees (but only to the extent such Company Employees were provided coverage under the Employee Plans) and shall provide that any expenses incurred on or before the Effective Time in the applicable plan year by or on behalf of any Company Employees shall be taken into account under any similar Company Plan the Parent benefit plans for the plan year in which such participation commences for purposes of applying deductiblessatisfying applicable deductible, co-payments insurance and maximum out-of-of- pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, provisions for such plan yearCompany Employees.

Employee Matters. (a) Parent shallFollowing the Closing Date, Park Sterling 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 the Company and its Subsidiaries on the Closing Date (“Covered Employees”) during the period in which any such Covered Employee is employed by Park Sterling or its Subsidiaries following the Closing Date that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Park Sterling or its Subsidiaries (other than the Company and its Subsidiaries), as applicable; provided, that (i) in no event shall cause the Surviving Corporation any Covered Employee be eligible to participate in any closed or frozen plan of Park Sterling or its Subsidiaries; and (ii) until such time as Park Sterling shall cause Covered Employees to participate in the employee benefit plans that are made available to similarly situated employees of Park Sterling or its Subsidiaries (other than the Company and its Subsidiaries), a Covered Employee’s continued participation in a Company Benefit Plan shall be deemed to ensure satisfy the foregoing provisions of this sentence (it being understood that participation in any different Park Sterling plans may commence at different times). Notwithstanding the foregoing, following the Closing Date, Park Sterling shall provide Covered Employees (other than those Covered Employees that are paid commissions) (i) whose employment is terminated by Park Sterling without “cause” (as determined by Park Sterling consistent with its customary standards) during the six-month period following the Closing Date or (ii) who voluntarily resign after being notified that, as a condition of employment, his or her base salary will be materially decreased, in any case after signing a customary release, with separation benefits in the form of continued payment of the Effective Time, Covered Employee’s base salary or base weekly wage rate (as in effect at the time of termination) in an amount equal to one week of his or her base salary or base weekly wage rate for each Continuing Employee receives full credit for all purposes for completed year of service with the Company Company; provided, however, that the Covered Employees (other than those Covered Employees that are paid commissions) shall be entitled to no less than four (4) weeks and no more than twenty-six (26) weeks of continued payment of his or any of its Subsidiaries (her base salary or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporationweekly wage rate, as applicable, in which such employee is eligible to participate for purposes of eligibility to participateand, entitlement to benefits, vesting and determination of level of benefits; provided, further, that such credit Covered Employees that are paid commissions will be entitled to no severance. The Company shall, and shall not cause its Subsidiaries to, take whatever action is necessary to terminate any and all other severance arrangements and to ensure that it and Park Sterling and its Subsidiaries have no other liability for any other severance payments (other than as set forth in this Section 6.9(a). The Company shall cooperate with Park Sterling to effectuate the foregoing, including Park Sterling’s and its Subsidiaries compliance with the Worker Adjustment Retraining and Notification Act or any similar state or local Law. Nothing contained in this Section 6.9(a) shall be provided (iconstrued or interpreted to limit or modify in any way Park Sterling’s and its Subsidiaries at-will employment policy. In addition, in no event shall severance pay payable under this Section 6.9(a) to the extent that such credit would result in a duplication of benefitsany Covered Employee who does not have an employment, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company change-in-control or severance agreement with Park Sterling or its Subsidiaries prior be taken into account in determining the amount of any other benefit (including an individual’s benefit under any retirement plan, SERP or agreement). If, by reason of the controlling plan document, controlling Law or otherwise, severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearseverance pay.

Employee Matters. (a) Parent shallFor a period beginning at the Effective Time and ending on the later of January 1, or shall cause 2007, and the date that the employees of the Company who are employed primarily in the United States and who remain in the employment of the Surviving Corporation or and its SubsidiariesSubsidiaries following the Effective Time (the “Continuing Employees”) commence participation in the employee benefit plans maintained by Parent and its Subsidiaries (such period, to ensure the “Continuation Period”), the Continuing Employees shall receive employee benefits that, as of in the aggregate, are substantially comparable to the employee benefits provided under the Company’s employee benefit plans to such employees immediately prior to the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation (except to the extent provided below in this Section 5.09(a)) to issue or adopt any plans or arrangements providing for the issuance of shares of capital stock, each Continuing Employee receives full credit for all purposes for service with warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided further that no plans or arrangements of the Company or any of its Subsidiaries (or predecessor employers providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate and instead, in the event that the Continuation Period covers the time that Parent makes its regular annual equity compensation grants to employees of Parent and its Subsidiaries for 2007, the Continuing Employees shall be entitled to equity compensation opportunities at such time to the same extent as other similarly situated employees of Parent and its Subsidiaries. Following the Company provides such past service credit) under Continuation Period, the comparable Continuing Employees shall be entitled to participate in the employee benefit plans maintained by Parent and its Subsidiaries (including equity-based and equity-related plans, programs but excluding any defined benefit pension plans and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting post-employment health and determination of level of benefits; provided, that such credit shall not be provided (iother post-employment welfare plans) to the same extent that such credit would result in a duplication as other similarly situated employees of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or Parent and its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearSubsidiaries.

Employee Matters. (a) Parent shall, for a period of 12 months immediately following the Effective Time, cause the Surviving Corporation and its Subsidiaries to provide employees of the Company and its Subsidiaries other than those covered by Company CBAs (the “Company Employees”) with (i) the same level of base salary as in effect on the Effective Time and (ii) employee benefit plans, programs, contracts and arrangements that are no less favorable, in the aggregate, than similar employee benefit plans, programs, contracts and arrangements provided by the Company and its subsidiaries to Company Employees prior to the Effective Time. Parent or one of its Affiliates shall recognize the service of Company Employees with the Company prior to the Effective Time as service with Parent and its Affiliates in connection with any tax-qualified pension plan, 401(k) savings plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or one of its Affiliates which is made available following the Effective Time by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility and benefit entitlement (but excluding benefit accruals); provided, however, that with respect to any defined benefit pension plan maintained by Parent or one of its Affiliates in which any such Company Employee participates following the Effective Time, such service credit shall be measured from the earliest date that such employee commenced participation in a tax-qualified pension or savings plan maintained by the Company or one of its Affiliates. Parent shall or, as appropriate, shall cause the Surviving Corporation to (i) waive, or cause its Subsidiariesinsurance carriers to waive, all limitations as to ensure thatpre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company Time by Parent or any one of its Subsidiaries Affiliates, and (or predecessor employers ii) provide credit to the extent the Company provides Employees for any co-payments, deductibles and out-of-pocket expenses paid by such past service credit) employees under the comparable employee benefit plans, programs and policies arrangements of Parent, the Company and its subsidiaries during the portion of the relevant plan year including the Effective Time. In the event Surviving Corporation or Parent or any Affiliate of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Surviving CorporationCorporation or Parent, as applicable, honor all the Company’s employment, severance, termination and deferred compensation Contracts as in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to effect at the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms thereof. Notwithstanding the above, nothing in this Agreement shall alter the employment status of employees who are employed on an at-will basis, and conditions of the plans maintained by Parent, nothing herein shall require the Surviving Corporation or such Affiliate, as applicable, its Subsidiaries to continue the employment of any person for such plan yearany specific period following the Closing Date.

Employee Matters. (a) Parent During the period commencing at the Effective Time and ending on the 18-month anniversary of the Effective Time, M&T shall provide employee benefit and compensation plans for the benefit of employees who are actively employed by Xxxxxx and its Subsidiaries on the Closing Date (“Covered Employees”) while employed by M&T or any of its Subsidiaries following the Effective Time that provide employee benefits and compensation opportunities which are no less favorable in the aggregate than the employee benefits and compensation opportunities that are provided by Xxxxxx and its Subsidiaries to Covered Employees immediately prior to the Effective Time (other than the value of the benefits provided under the ESOP prior to the Closing Date which shall not be considered in determining whether benefits are no less favorable in the aggregate during the period noted above; it being understood that eligibility to participate in a tax-qualified savings plan with an employer matching contribution shall be available to the Covered Employees pursuant to the terms of the applicable plan of M&T as in effect from time to time). Notwithstanding any other provision of this Agreement to the contrary, M&T shall, or shall cause the Surviving Corporation or its Subsidiaries, Company to ensure that, as of maintain the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Severance Pay Plan of the Company or its Subsidiaries prior to Xxxxxx City Savings Bank without amendment (except as required by applicable law, including tax law) following the Effective Time (the “Xxxxxx Severance Plan”) and provide each Covered Employee whose employment is terminated (other than a Covered Employee who is terminated under circumstances that constitute a termination for “cause” or if there was under other circumstances not comparable entitling them to severance under the Xxxxxx Xxxxxxxxx Plan in place prior or who is otherwise party to an individual agreement that provides for severance pay) during the one-year period following the Effective Time, or (iii) Time with respect the severance payments and benefits to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or which the Surviving Corporation or any Affiliate of Covered Employee would have been entitled under the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Xxxxxx Xxxxxxxxx Plan immediately prior to the Effective Time, subject to the terms of the Xxxxxx Severance Plan, including the requirement to sign a waiver and release. In addition, M&T shall, or shall cause the Surviving Company to, (iii) cause each Continuing Employee provide eligible former employees of Xxxxxx and its Subsidiaries who retired prior to be given credit under such plan for all amounts paid the Effective Time and who participate as of the Effective Time in the retiree medical and life insurance plans maintained by such Continuing Employee under any similar Company Plan for Xxxxxx and identified in Section 3.11(g) of the plan year Xxxxxx Disclosure Schedule (the “Xxxxxx Retiree Welfare Plans”) with the ability to continue to participate in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid the Xxxxxx Retiree Welfare Plans in accordance with the terms of such plans as in effect from time to time during the period commencing at the Effective Time and conditions ending on the fifth anniversary of the Effective Time, (ii) provide each Covered Employee who retires on or before December 31 of the calendar year in which the Effective Time occurs and who is eligible to participate in the Xxxxxx Retiree Welfare Plans on the date of his or her retirement from M&T with the ability to participate in the Xxxxxx Retiree Welfare Plans in accordance with the terms of such plans maintained as in effect from time to time from his or her applicable retirement date until the fifth anniversary of the Effective Time, (iii) deem Covered Employees who as of immediately prior to the Effective Time satisfy the eligibility requirements of the Xxxxxx Retiree Welfare Plans (but who do not retire on or before December 31 of the calendar year in which the Effective Time occurs) (the “Eligible Xxxxxx Covered Employees”) to have satisfied the eligibility requirements of the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to time, and (iv) recognize service credit with Xxxxxx or any of its Subsidiaries for Covered Employees who are not Eligible Xxxxxx Covered Employees and who are not eligible to participate in the Xxxxxx Retiree Welfare Plans in accordance with either of clauses (i) or (ii) of this sentence, for purposes of meeting the eligibility requirements of the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to time, to the same extent such service credit was recognized for such purposes by ParentXxxxxx immediately prior to the Effective Time. After the fifth anniversary of the Effective Time, M&T shall, or shall cause the Surviving Corporation or Company to provide the retirees of Xxxxxx and its Subsidiaries identified in clause (i) and the retired Covered Employees identified in clause (ii) of the immediately preceding sentence with access to enroll in the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan as in effect on the fifth anniversary of the Effective Time (if any) in accordance with the terms of such Affiliateplans as in effect from time to time, provided that such retirees shall be deemed to satisfy the eligibility requirements of such plans and shall receive credit for their service with Xxxxxx and its Subsidiaries (to the same extent such service was recognized by Xxxxxx prior to such retiree’s retirement from Xxxxxx) for purposes of any employer subsidy as applicable, for in effect on the fifth anniversary of the Effective Time under the terms of the M&T plans (if any) in accordance with the terms of such plan yearplans as in effect from time to time.

Employee Matters. (a) Parent From and after the Effective Time, the Surviving Corporation shall, or and Parent shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan honor all Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time. During the one-year period following the Effective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”), with (i) a base salary or hourly rate that is at least equal to the base salary or hourly rate provided to each such Continuing Employee immediately prior to the Closing Date, (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductiblescommission, cocash bonus and long-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliateterm incentive opportunities, as applicable, that are no less favorable than the commission, cash bonus and long-term incentive opportunities provided to each such Continuing Employee immediately prior to the Closing Date (except that no equity-based compensation shall be considered or taken into account for purposes of determining whether opportunities are no less favorable), and (iii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to each such plan yearContinuing Employee immediately prior to the Closing Date. In addition and notwithstanding anything to the contrary in the foregoing two sentences, during the Continuation Period (or such longer period as may be required by applicable Law), Parent shall provide, or shall cause to be provided, to each Continuing Employee identified on Section 7.04(a) of the Company Disclosure Letter whose employment is terminated without Cause (as defined in Section 7.04(a) of the Company Disclosure Letter) during such period with the severance benefits set forth in Section 7.04(a) of the Company Disclosure Letter; provided that the receipt of any such severance shall be conditioned upon and subject to the execution (and non-revocation) by such employee of a customary release of claims in favor of Parent and its Affiliates (in substantially the form used by the Company as of the date hereof with respect to terminations of employment, a copy of which has been made available to Parent prior to the date hereof) (a “Release of Claims”).

Employee Matters. (a) During the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, Parent shallshall provide, or shall cause the Surviving Corporation or its Subsidiariesto provide, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior who continues to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained be employed by Parent or the Surviving Corporation or any Affiliate of their respective Subsidiaries following the Effective Time (collectively, the “Company Employees”) for so long as such Company Employee remains employed by Parent or the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts toCorporation during such period, (i) cause a base salary or base wage rate no less than that provided to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan Company Employee immediately prior to the Effective Time, and (ii) cause each Continuing a Target Cash Bonus Opportunity, with the actual amount of any Performance Bonus paid to such Company Employee to be given credit under such plan for all amounts paid determined by such Continuing Employee under any similar Company Plan the business unit leader for the legacy Company business, subject to the review and approval (not to be unreasonably withheld) by the Parent Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer, or, if applicable, Target Commission Opportunity, (iii) a Target Equity Incentive Opportunity, (iv) continued eligibility (to the extent that such Company Employee was eligible immediately prior to the Effective Time) for the Company’s sabbatical program on the terms set forth on Section 5.5(a)-2 of the Company Disclosure Schedule, and (v) aggregate employee benefits (excluding benefits provided for in Section 5.5(a)(i)-(iv)) that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior the Effective Time; provided that, notwithstanding the foregoing, (x) the Company Employees will be eligible to participate in the severance plan year maintained by Parent with the material terms set forth on Section 5.5(a)-1 of the Company Disclosure Schedule (the “Parent Severance Plan”) and (y) Parent may cause the Company Employees to commence participation in which such participation commences Parent’s 401(k) plan and/or Parent’s plans providing for purposes medical, dental and vision insurance benefits, on terms that are the same as those provided to similarly situated employees of applying deductiblesParent and its Subsidiaries, co-payments prior to the first anniversary of the Effective Time. In addition, without limiting the foregoing, from and out-of-pocket maximums as though such amounts had been paid after the Effective Time, Parent shall honor, fulfill and assume all the obligations under the Company Benefit Plans set forth on Section 5.5(a)-2 of the Company Disclosure Schedule, in accordance with their terms on the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yeardate hereof.

Employee Matters. (a) Parent Following the Closing, Buyer shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as each of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers Acquired Companies to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that honor all obligations under employment agreements of each such credit would result in a duplication of benefitsAcquired Company identified on Schedule 4.17(a) attached hereto, (ii) to honor the extent that such credit was not recognized under the comparable Plan "stay-on" bonus obligations of the Acquired Companies as described on Schedule 4.17(a) attached hereto, and (iii) except as provided herein or any failure to comply with Section 4.17(d)(i), pay all benefits accrued through the Closing Date under employee plans and benefit arrangements of such Acquired Company in accordance with the terms thereof. In furtherance and not in limitation of the foregoing, Buyer agrees to provide, or its Subsidiaries cause the Acquired Companies to provide, employees of the Acquired Companies who are employed by the Acquired Companies immediately prior to the Effective Time or if there was not Closing Date other than any such employees who are in benefit payment status on the Closing Date under the Gaylord Long-Term Disability Plan ("Continuing Employees") with compenxxxxxx xxx xenefits (other than severance and termination benefits) comparable Plan in place prior the aggregate to the Effective Timecompensation and benefits provided to similarly-situated Buyer employees. Notwithstanding the foregoing, Buyer shall have the same right to terminate or (iii) with respect to benefit accrualscause the termination of the employment of any Continuing Employee as the Acquired Company employing such Continuing Employee had as of the Closing Date. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate medical benefits provided to Continuing Employees as of the Surviving CorporationClosing Date under Buyer's benefit plans, as applicableBuyer agrees that it will, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts or it will cause each Acquired Company to, (i) cause to be waived any waive waiting period requirements, insurability requirements periods and the application of any pre-existing condition limitations requirements under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Timeplans, and (ii) cause each will give Continuing Employee to be given Employees credit under such plan for all amounts any copayments and deductibles actually paid by such Continuing Employee employees under any similar Company Plan for such Acquired Company's medical plans during the plan year in which such participation commences the Closing occurs. In addition, service with the Acquired Companies shall be recognized for purposes of applying deductibles, co-payments eligibility and out-of-pocket maximums vesting under Buyer's welfare plans as though such amounts had been paid in accordance with well as for purposes of Buyer's programs or policies for vacation and sick pay. Without limiting the terms and conditions generality of the foregoing, Buyer shall honor all vacation, personal and sick days accrued by Continuing Employees under any Acquired Company's plans, policies, programs and arrangements immediately prior to the Closing. With respect to any person whose employment with an Acquired Company terminated prior to the Closing Date and who is not a Continuing Employee, liability, if any, under employee plans maintained by Parentand benefit arrangements shall be the responsibility of Gaylord. Except as otherwise specifically provided in this Section 7.00, Xxxxr shall have no responsibility to provide or continue any employee benefit plan or arrangement for Continuing Employees and shall have no responsibility or obligation in connection with any equity plan or program (including stock options and stock appreciation rights) based on or relating to Gaylord's or Seller's stock. In the Surviving Corporation or event any person who is a Continuing Employee and is receiving benefits under Gaylord's short-term disability program on the Closing Date subsequently begins to receive benefit payments under Gaylord's Long-Term Disability Plan without returning to active employment, such Affiliate, person shall cease to be a Continuing Employee as applicable, for of the date such plan yearLong Term Disability Plan benefit payments commence.

Employee Matters. (ai) Not less than five business days prior to the Closing Date each Seller and their Subsidiaries shall provide Parent a current list of their respective officers, directors and employees. Except as otherwise designated by Parent, at least five business days prior to the Closing, each Seller and their Subsidiaries shall obtain the resignation or shall terminate each of their respective officers, directors and employees effective not later than the Merger 2 Effective Time. At or immediately prior to Closing, the Sellers shall 39 pay any severance pay, stay bonuses or similar payments required to be paid pursuant to the terms of the agreements described on Section 5(n)(iii) of the Sellers Disclosure Schedule. Without limiting the foregoing, this provision will cause a termination of Michxxx X. XxXxxxxx xxxer the employment agreement between him and Edisto, a copy of which has been previously provided to the Purchasers. (ii) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure agrees that, as of following the Merger 2 Effective Time, each Continuing Employee receives full credit it will provide continuation coverage, as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), to be given to any employee of Sellers or their respective Subsidiaries whose employment has been or will be terminated. The parties understand that COBRA may require that such continuation coverage be provided for all purposes for service with a period of up to thirty-six months as provided in Section 4980B of the Company or any of its Subsidiaries Code at the qualified beneficiary's expense. (or predecessor employers iii) Prior to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Merger 1 Effective Time, Edisto and Convest shall have taken all steps, subject to Parent's approval, necessary or (iiiappropriate so that the Convest Savings and Investment Plan and Trust, the Edisto Savings and Investment Plan and Trust and any other Sellers Plan that is or is intended to be a "qualified" plan under Section 401(a) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Code shall have been terminated. (e) Quotation. Parent shall use commercially its reasonable best efforts toto effect, (i) cause to be waived any waiting period requirements, insurability requirements and at or before the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Merger 1 Effective Time, and (ii) cause each Continuing Employee authorization for listing on the NYSE or such other exchange on which Parent Common Stock is then primarily traded, upon official notice of issuance, of the shares of Parent Common Stock to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for issued pursuant to the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.Mergers. (f)

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as As of the Effective Time, each Parent shall provide the employees of the Company who are employed by Parent or one of its Subsidiaries after the Effective Time (the “Continuing Employees”) and their dependents, as applicable, with either, or a combination of, (a) comparable types and levels of employee benefits as those provided to similarly situated employees of Parent or its Subsidiaries and their dependents, as applicable, pursuant to the terms of the employee benefit arrangements of Parent (such arrangements the 66 “Parent Benefit Arrangements”), or (b) benefits under the Current Employee receives full Benefit Plans, all or some of which the Parent may continue to sponsor on and after the Closing Date (the “Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, as applicable, pursuant to clause (b) above, the Continuing Employees shall be entitled to participate in the Continued Plans from and after the Closing Date until such time that Parent suspends participation in or terminates such Continued Plans (the “Transition Period”); provided, that in any event, the Continuing Employees shall be entitled to participate in the Continued Plans for the remainder of the 2009 calendar year. Upon the expiration of the Transition Period, the Continuing Employees shall then be entitled to participate in the Parent Benefit Arrangements. To the extent the Continuing Employees participate in a Parent Benefit Arrangement, Parent shall, for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under such Parent Benefit Arrangement and to the extent permitted by applicable Law, provide that such Continuing Employees shall receive service credit under such Parent Benefit Arrangement for all purposes for their period of service with the Company or any of and its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place predecessors prior to the Effective Time, except where doing so would cause a duplication of benefits. Parent shall waive all limitations as to preexisting condition exclusions (or (iii) actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or participation and coverage requirements in connection with the Surviving Corporation or any Affiliate of the Surviving Corporationmedical, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements dental and the application of any pre-existing condition limitations under such plan to the extent vision benefits that such requirements and limitations were satisfied or waived under Continuing Employees may be eligible to receive pursuant to a comparable Plan immediately prior to Parent Benefit Arrangement after the Effective Time. Parent shall also provide the Continuing Employees with credit for any co-payments, deductibles and (iioffsets made pursuant to the applicable Current Employee Benefit Plans described in Section 3.20(g) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and satisfying any applicable deductible or out-of-pocket maximums expenses under any Parent Benefit Arrangement in the calendar year, plan year or policy year (as though such amounts had been paid in accordance with applicable under the terms of such Parent Benefit Arrangement) in which the Effective Time occurs; provided, that such Continuing Employees shall timely provide Parent with back-up data with respect to such co-payments, deductibles and conditions of offsets upon Parent’s request. Any vacation or paid time off that is accrued and unused by a Continuing Employee prior to the plans maintained by Effective Time shall be credited to such Continuing Employee following the Effective Time and thereafter shall be carried forward subject to Parent’s policies and procedures. Nothing in this Section 5.10 shall: (a) grant any rights or benefits to any Person other than the Parties or (b) amend, the Surviving Corporation or such Affiliatemay be construed as amending, as applicable, for such plan yearany Employee Benefit Plan or Parent Benefit Arrangement.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure agrees that, during the period commencing at the Effective Time and ending on December 31, 2011, each active employee of the Company and its Subsidiaries as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with Time who remains an active employee of the Company Surviving Corporation or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to following the Effective Time or if there was not comparable (the “Current Employees”) will be provided with annual base salary, target annual cash bonus opportunities and employee benefits (excluding equity and equity-based compensation) which are no less favorable in the aggregate than the aggregate base salary, target annual cash bonus opportunities and employee benefits pursuant to an Employee Plan in place prior (excluding equity and equity-based compensation) provided by the Company and its Subsidiaries to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan employee immediately prior to the Effective Time. With respect to any employee benefit plan in which any Current Employee first becomes eligible to participate, on or after the Effective Time (the “New Company Plans”), Parent shall: (A) to the extent permitted by Applicable Law, waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Current Employee under any health and welfare New Company Plans in which such Current Employee may be eligible to participate after the Effective Time and (B) credit, for purposes of eligibility to participate in and vesting (but not for purposes of benefit accrual) under any New Company Plan in which such Current Employee may be eligible to participate following the Effective Time, the service of each such Current Employee with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Current Employee was entitled, before the Effective Time, to credit for such service under any similar Employee Plan in which such Current Employee participates or was eligible to participate immediately prior to the Effective Time; provided, however, that in no event shall any credit be given to the extent it would result in the duplication of benefits for the same period of service. Notwithstanding anything in this Agreement to the contrary, as of the Effective Time Parent shall have the ability to (i) terminate the practice of granting cash loans to participants under any tax-qualified deferred compensation plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with amend the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearany Employee Plan to comply with Applicable Law.

Employee Matters. (a) Parent shallExcept as set forth on Company Disclosure Schedule 6.9(a), or Buyer shall cause take commercially reasonable efforts so that on and after the Surviving Corporation or its Subsidiaries, Closing Date and at all times prior to ensure that, as the first anniversary of the Effective TimeClosing Date, each Continuing Employee receives full credit or, if earlier, their termination of employment, officers and employees of the Company who are in the employ of the Company immediately prior to the Closing (“Covered Employees”) are employed immediately after the Closing and provided with (i) at least the same annual base salary or hourly wage rate and at least the same annual bonus target opportunities as the base salary or hourly wage rate and annual bonus target opportunities in effect for such Covered Employees immediately prior to the Closing Date, and (ii) employee benefits, plans and programs (including, but not limited to, incentive compensation, pension, life insurance, welfare, profit sharing, 401(k), severance, salary continuation and fringe benefits, but excluding with respect to the Deferred Compensation Plan) which are substantially comparable in the aggregate to those made available by the Company to such officers and employees immediately prior to the Closing. For purposes of eligibility to participate and vesting in all benefits provided by Buyer, its Subsidiaries or the Company after the Closing, and for purposes for of level of benefit accruals solely with respect to paid time-off and severance benefits, the Covered Employees will be credited with their years of service with the Company or any of its Subsidiaries (or predecessor and prior employers to the extent the Company provides same extent, such past service credit) was recognized under the comparable employee benefit planscorresponding Employee Benefit Plan, programs and policies service with prior employers is taken into account under the plans of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting Buyer and determination of level of benefits; provided, that such credit shall its Subsidiaries and does not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, benefits for the benefit same period of service. For purposes of determining satisfaction of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments annual deductible limitation and out-of-pocket maximums as though maximum that may apply under the group health plans provided by Buyer, its Subsidiaries or the Company after the Closing, each Covered Employee will be credited for covered expenses paid by the Covered Employee under Employee Benefit Plans during the then current annual period of coverage. The eligibility of Covered Employees to participate in any welfare benefit plan or program of Buyer and the Company shall, to the extent commercially feasible, not be subject to any exclusions or limitations for any pre-existing conditions except to the extent such amounts had individual was or would have been paid in accordance with the terms subject to such exclusion under similar benefit plans and conditions programs of the plans maintained by Parent, Company. Nothing contained in this Section 6.9 shall create any rights in any officer or employee or former officer or employee (including any beneficiary or dependent thereof) of the Surviving Corporation Company in respect of continued employment or such Affiliate, as applicable, specific compensation and benefits for such plan yearany specified period of any nature or kind whatsoever.

Employee Matters. (aAs of the Effective Date, the employees of the Company and each Subsidiary shall continue employment with the Surviving Corporation and the Subsidiaries, respectively, in the same positions and at the same level of wages and/or salary and without having incurred a termination of employment or separation from service; provided, however, except as may be specifically required by applicable law or any contract, the Surviving Corporation and the Subsidiaries shall not be obligated to continue any employment relationship with any employee for any specific period of time. Except with respect to the Option Plans to be assumed by the Parent as provided by Section 3.5(a) hereto, as of the Effective Date, the Surviving Corporation shall be the sponsor of the Company Employee Benefit Plans sponsored by the Company immediately prior to the Effective Date, and Parent shall, or shall cause the Surviving Corporation and the Subsidiaries to satisfy all obligations and liabilities under such Company Employee Benefit Plans. As soon as practicable after the Effective Date, Parent shall provide benefits to employees of Company and its Subsidiaries which are substantially similar to the benefits provided to similarly situated employees of Parent and its Subsidiaries. To the extent any employee benefit plan, program or policy of the Parent or its affiliates is made available to the employees of the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for : (i) service with the Company or and the Subsidiaries by any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, Date shall be credited for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements eligibility and the application of any pre-existing condition limitations vesting purposes under such plan to the extent that such requirements and limitations were satisfied plan, program or waived under a comparable Plan immediately prior to the Effective Timepolicy, but not for benefit accrual purposes, and (ii) cause each Continuing Employee with respect to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in welfare benefit plans to which such participation commences employees may become eligible, Parent shall cause such plans to provide credit for purposes of applying deductibles, any co-payments or deductibles by such employees and outwaive all pre-of-pocket maximums as though such amounts had existing condition exclusions and waiting periods, other than limitations or waiting periods that have not been paid in accordance with the terms and conditions of the satisfied under any welfare plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, Company and the Subsidiaries for such plan yeartheir employees prior to the Effective Date.

Employee Matters. At any time within one (a1) Parent shallyear after the Closure Notice Delivery Date, Pabst may initiate discussions and make offers of employment to any of Optionor’s or MillerCoors’ employees at the Brewery that Pabst would like to retain, provided that such offers of employment are not effective until on or after Closing. In addition, at any time after the Closure Notice Delivery Date, Pabst may initiate discussions with any or all of the unions representing employees at the Brewery, provided that Pabst gives at least 3 days advance notice to MillerCoors. Pabst may consult with certain of Optionor’s or MillerCoors’ employees regarding the discussions with the unions but whether any employee or representative of Optionor or MillerCoors participates in the union meetings shall cause be at Pabst sole and absolute discretion. Optionor and MillerCoors agree to make such personnel, including but not limited to labor relations and human resources employees, reasonably available to Pabst. Any agreement(s) reached between Pabst and any union may be binding but shall not have an effective date prior to Closing. The Parties will keep each other reasonably informed on an ongoing basis about their respective negotiations with the Surviving Corporation unions. Notwithstanding the foregoing, after the Closure Notice Delivery Date or its Subsidiariesearlier if MillerCoors gives notice to Pabst that it will be issuing notices pursuant to the WARN Laws, Pabst shall be permitted at Pabst's own expense to ensure thatoffer retention incentives to non-union employees it may wish to retain, and such offers may be payable at any time at, before or after Closing, provided Pabst pays all taxes associated with such retention incentives. Similarly, Pabst shall be permitted to negotiate with the unions retention incentives for certain union employees it may wish to retain, and such offers may be payable by Pabst at any time before or after Closing, as of well as all taxes associated therewith. The Parties agree to follow the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iiiadditional procedures set forth on Schedule 1.7(d) with respect to benefit accrualsthe Unions. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.SC1:4886116.33

Employee Matters. Except as described in Schedule 6.5, the Buyer agrees to continue to employ for a period of at least two (a2) Parent shall, or shall cause months after the Surviving Corporation or its Subsidiaries, to ensure that, Closing Date those Employees of the Company who are Employees in good standing as of the Effective TimeClosing Date, unless good cause exists for termination. Such employment shall be at least at the same salaries or hourly rates as presently being paid by the Company, and while such employment shall be on an "at will" basis, each Continuing such Employee receives full will be evaluated by the Buyer by standards no different than those applied by the Buyer to its other employees performing similar job functions. The Buyer agrees, to the fullest extent permitted by applicable law, that (i) all Employees of the Company and the Subsidiaries shall be entitled to participate in the employee benefit plans, including group health, life and disability plans, presently maintained by the Buyer (true and correct copies of which have been furnished by the Buyer to the Sellers) pursuant to the terms of those plans, (ii) the Buyer will not amend such employee benefit plans or permit any such plans to be amended in any way materially detrimental to the employees of the Company and the Subsidiaries during the two month period following the Closing Date, except for general and uniform changes applying to all employees covered by such plans, and (iii) with respect to any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) maintained or sponsored by Buyer, any waiting period for eligibility will be prorated for each Employee, to the extent such Employee was covered under a similar plan maintained or sponsored by the Seller or any Subsidiary, as applicable, on the Closing Date. Without limiting the foregoing, such Employees will receive credit for all purposes for years of service with the Company and the Subsidiaries in determining vacation and sick days including credit for any accrued and unused sick and vacation time under the Company's or any of its Subsidiaries (or predecessor employers Subsidiary's sick and vacation policy, as applicable. The Buyer shall cause the Company to comply with the WARN Act to the extent applicable and be solely responsible for furnishing the required notice of any "plant closing" or "mass layoff" which may occur after Closing, and the Buyer shall indemnify and hold the Sellers harmless for any inadequacy of such notice and for any liabilities under or relating to the WARN Act. In the event of the termination by the Buyer of any Employees of Company provides such past service creditor the Subsidiaries during the first twelve (12) under the comparable employee benefit plans, programs and policies of Parentmonths following Closing, the Surviving Corporation Buyer hereby agrees to indemnify and hold the Sellers harmless from and against any claims arising from such terminations, unless such claims are based upon commitments, representations made or any Affiliate of other actions taken by Company to the Surviving Corporationterminated Employee prior to Closing and not disclosed by the Sellers to the Buyer (but for this purpose, as applicable, in which such employee is eligible the Company's severance policy heretofore provided to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit the Buyer shall not be provided (i) deemed to be a commitment, representation or other action taken by the extent that such credit would result in a duplication of benefits-29- 35 Company). Except for accrued vacation and sick time, (ii) to the extent that such credit was not recognized under the comparable Plan no other employee benefit plan liability of the Company or its Subsidiaries prior to is being assumed by the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearBuyer.

Employee Matters. (a) Parent shallPrior to the Closing, or Xxxxxxx-Xxxxxxx shall cause use its reasonable commercial efforts to assist SVG in hiring the Surviving Corporation or its Subsidiaries, to ensure that, as services of those employees and consultants of the Effective TimeBusiness identified by SVG; provided, however, that Xxxxxxx-Xxxxxxx shall not be required to offer employees additional monetary or other inducements to achieve that end beyond those in place on the date of this Agreement. All severance policies and employment arrangements with respect to the employees, including their annual salaries or hourly rates, start dates, and title or position, and the maximum dollar cost of each Continuing Employee receives full credit for all purposes for service with such employee severance and the Company or any maximum period of its Subsidiaries company paid medical benefits (or predecessor employers to the extent not prohibited by applicable law), who work solely or primarily for the Company provides such past service creditBusiness on the date of this Agreement (the "SEG Employees") under will be identified on a schedule to be delivered by Xxxxxxx-Xxxxxxx to SVG prior to the comparable employee benefit plans, programs and policies of Parent, Closing (which schedule may be delivered in portions by country or SEG Entity). SVG shall determine the Surviving Corporation or any Affiliate SEG Employees who will be retained within six months after the date of the Surviving Corporationfinal portion of the schedule is received by SVG (if delivered in sections) or the complete schedule referred to in the preceding sentence. Xxxxxxx-Xxxxxxx shall pay all severance costs (to the extent such costs do not exceed Xxxxxxx-Xxxxxxx'x standard company policies which policies may vary from country to country) for up to but not more than the first 15% of the SEG Employees employed on the date of this Agreement who are not retained beyond that six-month period, as applicable, in which provided that the total amount of such employee is eligible costs that Xxxxxxx-Xxxxxxx shall be obligated to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit pay shall not exceed $2,500,000. In addition, Xxxxxxx-Xxxxxxx shall be provided responsible for all severance costs payable under all special severance benefit arrangements between Xxxxxxx-Xxxxxxx or an SEG Entity and an SEG Employee entered into before the Closing (iwhether before or after the date of this Agreement) to the extent that such credit would result in a duplication of benefits, (ii) benefits exceed the amounts payable to the extent that such credit was not recognized SEG Employee under the comparable Plan of standard company policies referenced previously. The amounts payable to such SEG Employees that do not exceed the Company amounts payable under those standard company policies shall be governed by the 15% and $2,500,000 rules stated above. Nothing in this Section 5.9 shall require Xxxxxxx-Xxxxxxx to pay any SEG Employee any severance benefits (or its Subsidiaries to reimburse SVG or any other entity for any severance benefits) for which, before the Closing, neither Xxxxxxx-Xxxxxxx nor any SEG Entity would have been obligated to pay to that SEG Employee had that employee's employment been terminated prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearClosing.

Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as As of the Effective Time, each Continuing Employee receives full credit for Purchaser shall continue the employment of all purposes for service of the then-current employees of the Acquired Entities (including employees of the Business who currently are employed by an HCA Affiliate other than an Acquired Subsidiary but who will be employed by an Acquired Entity as of the Effective Time in connection with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service creditReorganization) under the comparable employee benefit plansand, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided with respect thereto: (i) to maintain the extent that such credit would result salaries and wages at the levels in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan effect immediately prior to the Effective Time, and (ii) provide benefits which are substantially similar to the benefits provided to similarly situated employees of Purchaser and its subsidiaries, (iii) recognize the existing levels of service and seniority for benefit plan purposes (including but not limited to paid time off, vacation, sick, extended illness and holiday time), and (iv) provide credit for purposes of eligibility, vesting and rate of accrual under its benefit plans, programs or policies for service with the Acquired Entities. With respect to any self-insured welfare benefit plans maintained by Purchaser that cover employees of Acquired Entities, Purchaser shall cause each Continuing Employee such plans to be given provide credit under such plan for all amounts any co-payments or deductibles paid by such Continuing Employee employees and waive all pre-existing condition exclusions and waiting periods that might otherwise apply to such employees, other than limitations or waiting periods that have not been satisfied under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the welfare plans maintained by Parent, the Surviving Corporation Acquired Entities for their employees prior to the Effective Date. HCA shall be liable for the retention bonus and severance packages with senior management of the Facilities described in Schedule 6.5 (the “Retention Bonuses”). The Retention Bonuses represent all of the retention bonuses and severance pay packages provided for senior management of the Facilities. Nothing in this Agreement shall require the Acquired Entities or such Affiliate, as applicable, for such plan yearPurchaser to provide any severance pay to recipients of the Retention Bonuses.

Employee Matters. (a) Parent shallFor purposes of determining eligibility and, or shall cause solely for purposes of defined contribution retirement plans, vesting under Xxxxx’s and its Affiliates’ plans and programs providing employee benefits to Continuing Employees after the Surviving Corporation or its Subsidiaries, to ensure that, as of applicable Closing Date (the Effective Time“Buyer Benefit Plans”), each Continuing Employee receives full credit for all purposes for shall be credited with his or her years of service with the Company or any of its Acquired Companies and their Subsidiaries prior to the applicable Closing Date to the same extent as such Continuing Employee was (or predecessor employers would have been) entitled, before the applicable Closing Date, to credit for such service under Acquired Company Employee Plans, except to the extent the Company provides providing such past service creditcredit would result in any duplication of benefits. In addition, Buyer shall use commercially reasonable efforts to cause (i) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is each Continuing Employee to be immediately eligible to participate for purposes of eligibility to participate, entitlement to without any waiting time, in any and all Buyer Benefit Plans; (ii) each Buyer Benefit Plan providing medical, dental, hospital, pharmaceutical or vision benefits, vesting all pre-existing condition exclusions and determination actively-at-work requirements of level of benefits; provided, that such credit shall not Buyer Benefit Plan to be provided waived for such Continuing Employee and his or her covered dependents (i) except to the extent that such credit would result in a duplication of benefits, (ii) exclusions or requirements applied to the extent that such credit was not recognized Continuing Employee under the comparable Plan of the Acquired Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or Employee Plans); and (iii) with respect to benefit accruals. With respect to each health or any co-payments, deductibles and other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid eligible expenses incurred by such Continuing Employee under any similar Company Plan for and/or his or her covered dependents during the plan year in which such participation commences ending on the applicable Closing Date to be credited for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums as though requirements applicable to such amounts had Continuing Employee and his or her covered dependents for the applicable plan year of each comparable Buyer Benefit Plan (to the extent such credit would have been paid in accordance with given under comparable Acquired Company Employee Plans prior to the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearapplicable Closing).

Employee Matters. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall allow Parent shalland its Subsidiaries reasonable access, during normal business hours and upon reasonable advance notice, to meet with and interview the employees of the Company and its Subsidiaries to facilitate Parent’s determination as to satisfying its employment needs for the period after the Effective Time; provided, however, that such access shall not unduly interfere with the conduct of the business prior to the Effective Time. Parent shall use commercially reasonable efforts for employees of the Surviving Corporation and its Subsidiaries receive service credit for their employment with the Company and its Subsidiaries for purposes of determining eligibility to participate and vesting, other than benefit accruals under a defined benefit pension plan, equity-based plan, or retiree benefit plan sponsored by Parent; provided, however, that in no event shall cause such employees be entitled to service credit to the extent that such service credit would result in a duplication of benefits with respect to the same period of service. To the extent that Parent either provides coverages and benefits to the employees of the Surviving Corporation or any of its Subsidiaries, to ensure that, as Subsidiaries other than under the Employee Benefit Plans of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (other than any Employee Benefit Plans that are equity-based plans, retiree benefit plans and defined benefit pension benefit plans) in effect as of the date hereof (the “Existing Plans”) or predecessor employers modifies any of the Existing Plans, Parent shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give the employees of the Surviving Corporation and its Subsidiaries credit under the new Parent-provided coverages or benefit plans for any deductibles, co-insurance and out-of-pocket payments that have been paid by such employees with respect to the extent Existing Plans during the year in which such coverage or plan modification occurs. Notwithstanding anything else contained in this Section 6.7(a) to the contrary, Parent, Merger Sub and the Company provides such past service credit) under do not intend for this Agreement to require Parent, the comparable Surviving Corporation or any of their Subsidiaries to maintain any specific Employee Benefit Plan or other compensation or employee benefit plansplan, programs program, policy or practice following the Effective Time or to be deemed to amend any plans or arrangements or create any rights or obligations except between the parties to this Agreement. Nothing herein expressed or implied shall confer upon any employee, officer or executive of the Company or any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and policies nothing contained in the Agreement shall restrict the ability of Parent, the Surviving Corporation or any Affiliate of their respective Subsidiaries to terminate (or modify the Surviving Corporationterms of) the employment of any employee, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan officer or executive of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to for any reason at any time after the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.

Employee Matters. (a) Parent shallFollowing the Effective Time, or Buyer shall comply, and shall cause the Surviving Corporation to comply, with the Company’s obligations under each employment agreement with each Company employee and will give each employee of Buyer or its Subsidiaries, to ensure that, as the Surviving Corporation who shall have been an employee of the Company immediately prior to the Effective Time, each Time (“Continuing Employee receives Employees”) full credit for all purposes for prior service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, (a) vesting and eligibility for employer contributions under Buyer’s 401(k) plan and (b) determination of level of benefits; providedbenefit levels under Buyer’s employee benefit plan or policy relating to vacation, that such credit shall not be provided (i) in each case with respect to plans for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, to the extent that such service credit would was granted under the Company Employee Plans, subject to offset for previously * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. accrued benefits and determined in a manner so as not to result in a any duplication of benefits. In addition, Buyer shall use commercially reasonable efforts to waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Company and recognize for purposes of annual deductible and out of pocket limits under its medical and dental plans, deductible and out of pocket expenses paid by Continuing Employees in the plan year in which the Effective Time occurs with respect to plans for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation. Notwithstanding anything herein to the contrary, Buyer and the Company acknowledge and agree that all provisions contained in this Section 6.6 are included for the sole benefit of Buyer and the Company, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Plan or other employee benefit plan, agreement or other arrangement, (ii) to shall limit the extent that such credit was not recognized under the comparable Plan right of Buyer or the Company to amend, terminate or its Subsidiaries prior to the Effective Time otherwise modify any Company Plan or if there was not comparable Plan in place prior to other employee benefit plan, agreement or other arrangement following the Effective Time, or (iii) with respect to benefit accruals. With respect to each health shall create any third party beneficiary or other welfare benefit plan maintained by Parent or the Surviving Corporation right (x) in any other Person, including, without limitation, any Continuing Employee or any Affiliate of the Surviving Corporation, as applicable, for the benefit of participant in any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductiblesor other employee benefit plan, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance agreement or other arrangement (or any dependent or beneficiary thereof), or (y) to continued employment with the terms and conditions Company, Buyer or any of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearits Subsidiaries.

Employee Matters. (a) Parent shallAcquirer shall have the sole right and discretion to determine which Persons shall remain as Employees after the Closing Date. Following the Closing Date, Acquirer shall maintain or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable be maintained employee benefit plans, programs plans and policies compensation opportunities for the benefit of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of Employees who remain actively employed by the Company or its Subsidiaries prior after the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities that, in the aggregate, are no less favorable than the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Acquirer or its Subsidiaries (other than the Effective Time or if there was not comparable Plan in place prior to Surviving Corporation and its Subsidiaries) (collectively, the Effective Time“Acquirer Plans”), or as applicable; provided, that (iiii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate retirement benefits, satisfaction of the Surviving Corporationforegoing standard shall not require that any Covered Employee be eligible to participate in any specific retirement plan of Acquirer or a closed or frozen Acquirer Plan; and (ii) until such time as Acquirer shall make arrangements for Covered Employees to participate in the Acquirer Plans, a Covered Employee’s continued participation in the employee benefit plans and compensation opportunities of the Company and its Subsidiaries as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan in effect immediately prior to the Effective Time, and Closing Date shall be deemed to satisfy the foregoing provisions of this sentence (ii) cause it being understood that participation in the Acquirer Plans may commence at different times with respect to each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan yearAcquirer Plan).

Employee Matters. (a) Parent shallCFC, FSFC and FFA agree to cooperate to develop staffing plans which will result in retention of as many FSFC and FFA managers and employees as is practical (as determined by CFC). CFC agrees that FSFC and FFA employees shall also be eligible for consideration for any other available positions for which they are qualified at CFC and its subsidiaries. CFC agrees that those former FSFC or shall cause the Surviving Corporation FFA employees who are employed by CFC or its Subsidiaries, to ensure that, as of subsidiaries immediately following the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided Closing Date: (i) to will be eligible, on the extent that such credit would result in a duplication of benefitssame basis as current CFC employees, for all CFC Benefit Plans; and (ii) will receive past service credit for eligibility and vesting (but not benefit accrual) purposes under CFC Benefit Plans for years of service with FSFC and FFA as if such service had been with CFC or its subsidiaries. CFC agrees that FSFC may elect to the extent that such credit was not recognized fully vest its employees under the comparable Plan some or all FSFC Benefit Plans prior to consummation of the Company Mergers. Any FSFC Benefit Plans that are intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code will be terminated by proper action of the Board of Directors of FSFC or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place FFA prior to the Effective Time, or (iii) . CFC agrees to assume all of FSFC's obligations under its Post-Retirement Health Benefit Plan with respect to benefit accrualsFFA employees eligible to receive benefits under such Plan at the Effective Time based on their age and years of service with FFA. With respect CFC further agrees that those former FSFC or FFA employees who are employed by CFC or its subsidiaries immediately following the Closing Date will not be subject to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations exclusion under such plan to CFC's medical Benefit Plans. CFC agrees that, upon the extent that such requirements Mergers, it will assume or honor (as appropriate) FSFC's and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective TimeFFA's Director Emeritus Plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Deferred Compensation Plan for Key Employees and Non-employee Directors, Employee Severance Compensation Plan and Pay to Stay program and the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid obligations to pay benefits in accordance with the terms of such plans and conditions any elections by participants thereunder; provided that CFC's total obligations under the Pay to Stay program shall not exceed $75,000 (and FSFC hereby represents to CFC that the maximum obligations under the Pay to Stay program do not exceed $75,000). (b) CFC acknowledges the transactions contemplated by this Reorganization Agreement constitutes a change in control for purposes of the plans maintained by Parentemployment agreements between FSFC and FFA and Xxxxx X. Xxxxxxxxx,, III and Xxxx X. Xxxxxxxx (the Surviving Corporation "Officers"), respectively and further acknowledges that the Officers are entitled to receive the payments and benefits provided for in Section 9(g) of such employment agreements upon a change in control of FSFC or FFA. FSFC, on or before the Effective Time, shall cause such Affiliate, as applicable, for employment contracts to be amended so that at the election of the officer (i) the payments and benefits to be provided under such plan year.employment agreements shall be payable or provided to the Officer over a period sufficient to reduce the present value of such payments or benefits to an amount which is one dollar ($1.00) less than three (3) times the Officer's "base amount" under Section 280G(b)(3) of the Code or (ii) the payments or benefits to be provided to the Officer shall