Common use of Employee Matters Clause in Contracts

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period beginning on of one year following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Surviving Corporation Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to providethe Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, each Employee (excluding any Parent may provide Company Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) who, as of immediately prior to the First Effective Time who continues employment with Parent or any of its Subsidiarieswere eligible to receive Company equity compensation awards, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation long-term incentive awards that are at least settled in cash in an amount sufficient to replace the same as, in grant date value of the aggregate, the base salary or other base cash Company Employee’s equity compensation that were provided to such Continuing Employee opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) employee benefits that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those than the employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries the Company Employee immediately prior to before the First Effective Time. Notwithstanding Without limiting the foregoing and except as provided for in Section 6.4(c)generality of the foregoing, (xA) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Second Surviving Corporation and its Subsidiaries to, honor to provide to each Company Employee whose employment terminates during the accrued and vested obligations of one-year period following the Surviving Corporation and its Subsidiaries as of the Effective Time Control Date under circumstances that would give rise to severance benefits under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described Benefit Plans set forth on Section 6.4(a5.7(a) of the Company Disclosure LetterSchedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) For a period beginning on From the Closing Date and continuing thereafter for twelve months or if shorter, through the period of employment first anniversary of the relevant Employee Closing Date (the “Benefits Continuation Period”), Parent the Surviving Corporation shall provide, or and Parent shall cause the Surviving Corporation to provide, to the individuals who are employed by the Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with and to the extent they continue as employees of the Surviving Corporation, Parent or any of its Subsidiaries, Parent’s Subsidiaries (including Subsidiaries of the Surviving Corporation, following ) during all or a portion of the Closing Benefits Continuation Period (the “Continuing Affected Employees”), with ) (i) a base salary or other base cash compensation wage rate that are at least the same as, in the aggregate, the base salary or other base cash compensation that were is no less favorable than those provided to such Continuing Employee the Affected Employees immediately prior to the Effective Time, (ii) short-term other compensation (including bonus and other annual or quarterly cash incentive compensation opportunities (other than equity or equity-based compensationopportunities) that are is no less favorable in the aggregate than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee the Affected Employees immediately prior to the Effective Time Time; and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable no less favorable in the aggregate to those than the employee benefits as are provided to similarly situated employees of Parent as in effect from time to time; provided that, for purposes of each of the foregoing, defined benefit pension plan benefits, retiree medical benefits and retention or its Subsidiaries immediately prior to the Effective Timechange in control payments or awards shall not be taken into account. Notwithstanding the foregoing and except as provided for in Section 6.4(c)foregoing, (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Affected Employees who are covered by a Collective Bargaining Agreement involuntarily terminated during the Benefits Continuation Period shall be provided entitled to receive the severance payments and benefits set forth in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a7.05(a) of the Company Disclosure LetterSchedule, subject to the Affected Employee signing and not revoking a release of claims in favor of Parent.

Employee Matters. (a) For a the one-year period beginning on at the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee Effective Time (the “Benefit Continuation Period”), Parent Braves shall provide, provide or shall cause to be provided to each individual who is employed as of the Surviving Corporation Effective Time by Yankees and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered and who remains employed by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of Surviving Company and its SubsidiariesSubsidiaries (such employees collectively, including the Surviving Corporation, following the Closing (the “Continuing Affected Employees”), with ) (i) base salary or other base cash compensation that are at least the same as, in the aggregate, an amount no less than the base salary or other base cash compensation that were provided to such Continuing the Affected Employee immediately prior to the Effective Time, (ii) short-term an annual cash incentive compensation opportunities (other than equity or equity-based compensation) bonus opportunity that are is no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were bonus opportunity provided to such Continuing the Affected Employee immediately prior to the Effective Time and (iii) other compensation and employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable no less favorable in the aggregate to than those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries the Affected Employee immediately prior to the Effective Time. Notwithstanding Without limiting the foregoing and except as provided for in Section 6.4(c)generality of the foregoing, during the Benefit Continuation Period, Braves shall (x) Parent shall provide or cause to be maintained through December 31provided to each Affected Employee (A) who suffers a termination of employment by the Surviving Company or any of its Subsidiaries, 2017 those 2017 annual severance benefits in amounts and on terms and conditions no less favorable in the aggregate to such Affected Employee than such Affected Employee would have received under the severance plans, programs, policies and arrangements applicable to such Affected Employee as of the date hereof and (B) defined contribution retirement plan benefits that are no less favorable than the defined contribution retirement plan benefits provided to Affected Employees on the date hereof, (y) maintain (or other short-termcaused to be maintained) cash incentive award programs covering the Employees substantially in the form same level of employer matching contributions as in effect immediately prior to on the Effective Time, date of this Agreement under the Company’s 401(k) investment savings plan and (yz) from and after maintain the Effective TimeCompany’s Retirement Accumulation Plan employer contribution levels for existing participants. Notwithstanding the foregoing, Parent shall, and the provisions of this Section 4.12(a) shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing not apply with respect to Affected Employees who are covered whose employment is governed by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended collective bargaining or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettersimilar agreement.

Employee Matters. (a) For a During the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorterDecember 31, 2019 (such period, the period of employment of the relevant Employee (the “Continuation Covered Period”), Parent shall provideSJW shall, or shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each individual who is actively employed by CTWS or any of its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time and who continues employment during such period (the “CTWS Employees”) with Parent (1) the same base compensation in effect immediately prior to the Effective Time, (2) target annual cash incentive opportunities that are no less favorable than the target annual cash incentive opportunities provided by CTWS or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided Subsidiaries to each such Continuing CTWS Employee immediately prior to the Effective Time, (ii3) short-term annual cash incentive compensation opportunities (benefits, other than equity or equity-based compensation) severance benefits and change of control benefits, that are no less favorable than substantially comparable in the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were aggregate to the benefits provided to such Continuing Employee CTWS Employees immediately prior to the Effective Time and (iii4) employee severance benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in no less favorable than the aggregate to those employee severance benefits as are provided by SJW or any SJW Subsidiary to similarly situated employees of Parent or its SJW and the SJW Subsidiaries immediately prior to the Effective Time; provided that the immediately preceding clause (4) shall not apply to each CTWS Employee entitled to severance benefits under any agreement or plan set forth on Section 6.17(b) of the CTWS Disclosure Letter. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other shortEach CTWS Employee who received a long-term) cash term incentive award programs covering under the Employees substantially CTWS Stock Plan in 2018 shall be granted an equity incentive award under the SJW Stock Plan for each calendar year in the form Covered Period (other than a calendar year in which the CTWS Employee received a long-term incentive award under the CTWS Stock Plan). Any such award granted under the SJW Stock Plan to a CTWS Employee shall be made at the same time and subject to the same terms and conditions as in effect immediately awards made to SJW’s executive officers, provided that the target and maximum dollar values of the award shall be equal to or greater than the target and maximum dollar values of the last award granted to such CTWS Employee under the CTWS Stock Plan prior to the Effective Time, ; provided further that such awards shall be subject to the accelerated vesting terms of any employment agreement between such employee and (y) from and after SJW or CTWS in effect at the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations time of the Surviving Corporation and its Subsidiaries as grant of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettersuch award.

Employee Matters. (a) For a period beginning on From and after the Closing Date and continuing thereafter for twelve months or if shorter, Effective Time through the period of employment end of the relevant Employee calendar year following the year in which the Effective Time occurs (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries Company to provide, each Employee (excluding any Employees represented by labor unions and/or covered individual who is employed by the Collective Bargaining Agreements) as Company or any of its Subsidiaries immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries(each, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesCompany Employee”), ) with (i) a base salary or other base cash compensation wage rate that are at least the same as, in the aggregate, the base salary or other base cash compensation is no less than that were provided to such Continuing Company Employee by the Company and any of its Subsidiaries immediately prior to the Effective Time, (ii) shorttarget annual plus target long-term annual cash incentive compensation opportunities opportunity that is substantially similar, in the aggregate, to the target annual incentive compensation plus target long-term incentive compensation opportunity (other than equity excluding any “Partner’s Plan”, special, one-time or equitytransaction-based compensationcompensation opportunities) provided to such Company Employee by the Company and any of its Subsidiaries immediately prior to the Effective Time, it being understood that the form of such incentives shall be in Parent’s discretion, and (iii) other compensation and employee benefits (excluding long-term incentive, special, one-time or transaction-based compensation and benefits) that are (A) during the calendar year in which the Effective Time occurs, no less favorable favorable, in the aggregate, than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to such Continuing Company Employee by the Company and any of its Subsidiaries immediately prior to the Effective Time and (iiiB) employee benefits (includingfor the remainder of the Continuation Period, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to either, at Parent’s election, (x) those employee benefits as are provided to similarly situated employees such Company Employee by the Company and any of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (Time or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after those provided by Parent to its similarly situated employees. Without limiting the Effective Timegenerality of the foregoing, Parent shallshall provide, and or shall cause the Surviving Corporation and its Subsidiaries toCompany to provide, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the each Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided Employee (other than each Company Employee listed in accordance with the applicable Collective Bargaining Agreement as amended, extended Section 6.11(a)(i) or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a(ii) of the Company Disclosure Letter) who experiences a termination of employment from Parent, the Surviving Company or any of their respective Affiliates during the Continuation Period with severance benefits that are no less favorable than those provided to similarly situated Parent employees under Parent’s severance plans.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (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, for the avoidance of doubt the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining AgreementsSubsidiaries) as of immediately prior to following the Effective Time who continues employment with (each, a “Continuing Employee”), with, to the extent employed by Parent or any of its Subsidiaries, including during the Surviving Corporationperiod beginning at the Effective Time and ending on December 31, following the Closing (the “Continuing Employees”)2016, with (i) base salary or other base cash compensation pay that are is at least the same as, in the aggregate, equal to the base salary or other base cash compensation that were pay provided to each such Continuing Employee immediately prior to the Effective TimeClosing Date, (ii) shortcommission, cash bonus and long-term annual cash incentive compensation opportunities (other than excluding, for the avoidance of doubt, any incentive equity or equity-based compensation) opportunities, which will be determined by Parent in its sole discretion), as applicable, that are no less favorable favorable, in the aggregate, than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to each such Continuing Employee immediately prior to the Effective Time Closing Date, and (iii) employee welfare benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable no less favorable in the aggregate to those than the employee welfare benefits as are provided to similarly situated employees of each such Continuing Employee immediately prior to the Closing Date. As of, or as soon as administratively practicable following, the Effective Time, Parent or its Subsidiaries shall make available a 401(k) plan to Continuing Employees. During the period beginning at the Effective Time and ending on December 31, 2016, Parent shall continue to maintain, without amendment, the Company’s severance practice applicable to Continuing Employees immediately prior to the Effective Time. Notwithstanding the foregoing and except Time as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described set forth on Section 6.4(a7.05(a) of the Company Disclosure LetterLetter (the “Company Severance Plan”), and shall provide, or shall cause to be provided, to each Continuing Employee whose employment is terminated without “cause”, as such term is defined or concept is used for purposes of the Company Severance Plan, or under such other circumstances as would entitle a participant to severance under the Company Severance Plan, during the Severance Period (and subject to the requirements of applicable local Law) with the severance benefits specified in the Company Severance Plan for the Severance Period. Notwithstanding the foregoing, and without duplication of benefits, each of those employees of the Company and its Subsidiaries identified on Section 7.05 of the Company Disclosure Schedule who becomes a Continuing Employee shall remain entitled to the severance benefits as and to the extent provided for in, and subject to the terms and conditions in, such Continuing Employee’s severance agreement with the Company identified on Section 7.05 of the Company Disclosure Schedule.

Employee Matters. (a) For a period beginning on purposes of vesting, eligibility to participate and levels of benefits under the Closing Date employee benefit plans of Parent and continuing thereafter for twelve months or if shorter, the period its Subsidiaries providing benefits to employees of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements“Company Employees”) as of immediately prior to after the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (excluding defined benefit plans and equity and incentive compensation plans and arrangements) (the “Continuing EmployeesNew Plans”), each Company Employee shall be credited with (i) base salary his or other base cash compensation that are at least her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same asextent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan, policy or arrangement in the aggregate, the base salary which such Company Employee participated or other base cash compensation that were provided was eligible to such Continuing Employee participate immediately prior to the Effective Time, provided that the foregoing shall not apply 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, (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 is replacing comparable coverage under a Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) shortfor purposes of each New Plan providing medical, dental, pharmaceutical, disability, hospital and/or vision benefits to any Company Employee, Parent shall cause all pre-term annual cash incentive compensation opportunities (other than equity existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior her covered dependents, to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially extent such conditions were inapplicable or waived under the comparable in Old Plans of the aggregate to those employee benefits as are provided to similarly situated employees of Parent Company or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect which such Company Employee participated immediately prior to the Effective Time, and unless such waiver is not permitted by Law or the insurance carriers for the New Plans (y) from and after the Effective Time, it being understood that Parent shall, and shall use its commercially reasonable efforts to obtain such coverage). Parent shall cause any eligible expenses incurred by any Company Employee and his or her covered dependents during the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations portion of the Surviving Corporation and its Subsidiaries as plan year of the Effective Time Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided applicable plan year as if such amounts had been paid in accordance with such New Plan, unless it is not permitted by Law or the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree insurance carriers for the New Plans to take the actions described on Section 6.4(a) of the Company Disclosure Lettersuch amounts into account (it being understood that Parent shall use its commercially reasonable efforts to obtain such coverage).

Employee Matters. (a) For a period beginning on From the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment through no earlier than December 31 of the relevant Employee calendar year following the calendar year in which the Closing Date occurs (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, shall cause each Employee (excluding any Employees represented by labor unions and/or covered individual who is employed by the Collective Bargaining Agreements) as of Company and any Company Subsidiary immediately prior to before the Effective Time who continues employment with Parent or any of its Subsidiaries(each, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesEmployee”), ) to be provided with (i) base salary compensation and bonus or other base cash compensation incentive opportunities that are at least the same as, no less favorable in the aggregate, aggregate than the base salary compensation and bonus or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or including value attributable to equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iiiii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries such Continuing Employee immediately prior to the Effective Time. Notwithstanding Except to the foregoing and except as provided for in Section 6.4(c)extent necessary to avoid the duplication of benefits, (x) Parent the Surviving Corporation shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering recognize the Employees substantially in the form as in effect immediately service of each Continuing Employee prior to the Effective Time, and Time as if such service had been performed with Parent or its Affiliates (yA) from and for all purposes under the Company Benefit Plans maintained by the Surviving Corporation or its Affiliates after the Effective TimeTime (to the extent such plans, Parent shallprograms or agreements are provided to Continuing Employees), (B) for purposes of eligibility and shall cause the Surviving Corporation vesting under any employee benefit plans and its Subsidiaries to, honor the accrued and vested obligations programs of the Surviving Corporation and or its Subsidiaries as of ERISA Affiliates other than the Company Benefit Plans (the “Surviving Corporation Plans”) in which the Continuing Employee participates after the Effective Time and (C) for purposes of determination of benefit accruals and benefit levels with respect to vacation, paid time off and severance under any Surviving Corporation Plan in which the Continuing Employee participates after the Effective 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 PlansBenefit Plan in which such Continuing Employee participated immediately before the Effective Time. The compensation In addition, and benefits for without limiting the generality of the foregoing, each Continuing Employees who are covered by a Collective Bargaining Agreement Employee shall be provided immediately eligible to participate, without any waiting time, in accordance with any and all Surviving Corporation Plans to the applicable Collective Bargaining Agreement as amendedextent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Employee participates immediately before the Effective Time. For the avoidance of doubt, extended or terminated from time the Surviving Corporation shall have no obligation to time in accordance with its terms and applicable Law. The Company and Parent agree grant equity awards to take the actions described on Section 6.4(a) of the Company Disclosure LetterContinuing Employees.

Employee Matters. (a) For a During the period beginning on the Closing Date and continuing thereafter for ending on the twelve months or if shorter(12) month anniversary of the Closing Date, the period of employment Buyer (or any member of the relevant Employee Buyer Group) shall provide employees of each member of the Company Group (other than the “Continuation Period”Sellers), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered who remain employed by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent Buyer (or any member of its Subsidiaries, including the Surviving Corporation, Buyer Group) following the Closing (the each, a “Continuing EmployeesEmployee”), with ) (i) with base salary salaries or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term wages and annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable in the aggregate than the short-term base salaries or wages and annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were opportunities, provided to such Continuing Employee Employees immediately prior to the Effective Time and Closing Date, (iiiii) with employee benefits (includingincluding severance and excluding equity arrangements, but not limited tophantom equity arrangements, any severance, retention retiree health and any other termination pay welfare benefits and benefits defined benefit pension plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee such benefits as are provided to such Continuing Employees under the applicable Company Group Plans immediately prior to the Closing Date, and (iii) with the positions, roles and responsibilities that are substantially comparable to such positions, roles and responsibilities held by such Continuing Employees immediately prior to the Closing Date. For purposes of determining (i) eligibility to participate, (ii) level of benefits and vesting, and (iii) benefit accruals under any “employee benefit plan,” as defined in Section 3(3) of ERISA or any other benefit plan or arrangement maintained by the Buyer Group (including any vacation, paid time off, sick pay or severance program), each Continuing Employee’s service with any member of the Company (as well as service with any predecessor employer) prior to the Closing Date shall be treated as service with the Buyer Group as of the Closing Date to the same extent that such service was recognized prior to the Closing Date under a comparable Company Group Plan in which such Continuing Employee participated; provided that the foregoing shall not apply to the extent that it would result in any duplication of analogous benefits for the same period of service or the crediting of service under a newly established plan of the Buyer Group for which prior service is not taken into account for similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective TimeBuyer Group generally. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from From and after the Effective TimeClosing, Parent shallthe Buyer shall continue to honor, pay, perform and satisfy any and all liabilities, obligations and responsibilities to, or in respect of, each Continuing Employee, and shall cause the Surviving Corporation and its Subsidiaries toeach employee, honor the accrued and vested obligations officer, director, or consultant of each member of the Surviving Corporation and its Subsidiaries as of the Effective Time Company Group (whether current, former or retired) or their dependents, spouses, or beneficiaries, arising under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided terms of, or in connection with, any Plan in accordance with the applicable Collective Bargaining Agreement terms thereof. Following the Closing, no member of the Buyer Group (including, for the avoidance of doubt, the Company Group) shall be responsible for any contributions required to be made by any Continuing Employee (but not, for the avoidance of doubt, any Seller Owner) to any Company Group GP Entity in existence on the Closing Date, to be funded in such a manner as amendeddetermined by such member of the Buyer Group, extended including by way of any management fee offset permitted under the limited partnership agreement or terminated from time limited liability company (or equivalent) of any TB Fund. With respect to time any group health plan maintained by the Buyer Group in accordance which any Continuing Employee is eligible to participate on or after the Closing Date, the Buyer shall (or shall cause the Buyer Group to) use commercially reasonable efforts to waive preexisting conditions, limitations, exclusions, evidence of insurability, required physical exams, actively-at-work requirements, waiting periods and similar limitations and requirements with its terms respect to participation by and applicable Lawcoverage of such Continuing Employee (and his or her eligible dependents). The Company This Section 9.3(a) shall be binding upon and Parent agree inure solely to take the actions described on benefit of each of the parties to this Agreement, and nothing in this Section 6.4(a) 9.3(a), express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 9.3(a). Nothing contained herein, express or implied, is intended to confer upon any employee of any member of the Company Disclosure LetterGroup any right to continued employment for any period or continued receipt of any specific employee benefit, shall constitute an amendment to or any other modification of any Plan, or create any right to compensation or benefits of any nature or kind whatsoever.

Employee Matters. (a) From and after the Effective Time, Parent shall honor all Company Benefit Plans, Company Pension Plans and Company Other Plans in accordance with their terms as in effect immediately before the Effective Time, provided that nothing herein shall limit the right of the Surviving Entity or Parent to amend or terminate such plans, arrangements and agreements in accordance with their terms. For a period beginning on of one (1) year following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Effective Time, Parent shall provide, or shall cause to be provided, to each employee of the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to who remains employed after the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Company Employees”), with ) (i) base salary or other base cash compensation that are at least the same aswages (as applicable), in the aggregateannual bonus opportunities, the base salary or other base cash compensation that were provided and employer matching contributions to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) a defined contribution retirement plan that are no less favorable than the short-term base salary or wages (as applicable), annual cash incentive compensation bonus opportunities (other than equity or equity-based compensation) that were and employer matching contributions to a defined contribution retirement plan provided to such Continuing Company Employee immediately prior to before the Effective Time Time, and (iiiii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable equity award grants on a basis no less favorable to each Continuing Employee) that are substantially comparable in such Company Employee than the aggregate to those employee benefits as are provided equity award grants made to similarly situated employees of Parent or its Subsidiaries (other than Company Employees). For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Entity to maintain health benefits and welfare benefits (other than severance benefits, which are addressed below) for each Company Employee at levels that are, in the aggregate, at least substantially comparable to such benefits provided to such Company Employee immediately prior to before the Effective Time. Notwithstanding any other provision of this Agreement to the foregoing and except as provided for in Section 6.4(c)contrary, (xA) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor Entity to provide Company Employees whose employment terminates during the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of one-year period following the Effective Time under the Company Plans. The compensation and with severance benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement Smurfit-Stone Container Corporation Severance Pay Plan for Salaried Employees (the “Company Severance Plan”) as amended, extended or terminated from time in effect at the Effective Time and (B) severance benefits provided to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of Employees under the Company Disclosure LetterSeverance Plan during the one-year period following the Effective Time shall be determined without taking into account any reduction after the Effective Time in compensation paid to Company Employees.

Employee Matters. (a) For a Except where an applicable collective bargaining agreement or similar labor agreement or arrangement requires otherwise, for the period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, ending on the period of employment one year anniversary of the relevant Employee Closing Date (the “Continuation Period”” ), Parent shall provide, or shall cause to be provided, to each employee of the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent Company or any of its SubsidiariesSubsidiaries who continues to be employed immediately following the Merger Effective Time by Parent, including the Surviving CorporationCorporation or any respective Subsidiary thereof (each, following the Closing (the a “Continuing EmployeesEmployee”)) and for as long as such employee continues to be employed during the Continuation Period by the Parent, Surviving Corporation or any Subsidiary thereof, with (i) the same base salary or other base cash compensation that are at least the same aswage rate and short-and-long-term incentive opportunities that, in the aggregateeach case, the base salary or other base cash compensation that were provided to such the Continuing Employee by the Company or its Subsidiaries immediately prior to the Effective Timedate hereof (provided that, in lieu of any equity-based incentive opportunities provided by the Company prior to the Offer Closing, Parent may substitute cash-based incentive opportunities of equal target value) and (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time participation in employee benefit plans and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) programs that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees the Continuing Employee under the employee benefit plans and programs of Parent or the Company and its Subsidiaries immediately prior to the date hereof; provided that nothing in this Section 7.10 or otherwise in this Agreement shall confer upon any Continuing Employee the right to continue in employment following the Merger Effective Time, or is intended to interfere with Parent’s, the Surviving Corporation’s or any of their respective Subsidiaries’ rights (subject to Applicable Law) to terminate the employment of any Continuing Employee for any reason or no reason following the Merger Effective Time. Notwithstanding Without limiting the foregoing and except as provided generality of the foregoing, for in Section 6.4(c)the one year period beginning on the Closing Date, (x) Parent shall maintain, or cause to be maintained through December 31maintained, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately the existing terms of the severance and layoff plans provided to Parent prior to the Effective Time, Determination Date and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described set forth on Section 6.4(a7.10(a) of the Company Disclosure LetterLetter and applicable to Continuing Employees immediately before the Offer Closing; for the avoidance of doubt, any modifications to the severance and layoff plans following the Determination Date shall be disregarded for purposes of determining Parent’s compliance with the foregoing obligation.

Employee Matters. (a) For a the one-year period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee Effective Time (the “Benefit Continuation Period”), Parent NASDAQ OMX or ICE, as the case may be, shall provide, provide or shall cause to be provided to each individual who is employed as of the Effective Time by NYSE Euronext and its Subsidiaries and who remains employed by the Surviving Corporation and its Subsidiaries to provideor ICE Newco and its Subsidiaries (such employees collectively, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Affected Employees”), with ) (i) base salary or other base cash compensation that are at least the same as, in the aggregate, an amount no less than the base salary or other base cash compensation that were provided to such Continuing the Affected Employee immediately prior to the Effective Time, (ii) short-term an annual cash incentive compensation opportunities (other than equity or equity-based compensation) bonus opportunity that are is no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were bonus opportunity provided to such Continuing the Affected Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (yiii) from other compensation opportunities and after employee benefits that are no less favorable in the aggregate than those provided to the Affected Employee immediately prior to the Effective Time. Without limiting the generality of the foregoing, Parent shallduring the Benefit Continuation Period, and (x) NASDAQ OMX or ICE, as the case may be, shall provide or cause to be provided to each Affected Employee who suffers a termination of employment by the Surviving Corporation or ICE Newco, as applicable, or any of their respective Subsidiaries, severance benefits in amounts and its Subsidiaries toon terms and conditions no less favorable in the aggregate to such Affected Employee than such Affected Employee would have received under the severance plans, honor the accrued programs, policies and vested obligations of the Surviving Corporation and its Subsidiaries arrangements applicable to such Affected Employee as of the Effective Time under date hereof, and (y) defined contribution retirement plan benefits provided to Affected Employees no less favorable to Affected Employees than such benefits on the Company Plansdate hereof. The compensation and benefits for Continuing Notwithstanding the foregoing, the provisions of this Section 4.11(a) shall not apply with respect to Affected Employees who are covered whose employment is governed by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended collective bargaining or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettersimilar agreement.

Employee Matters. (a) For a During the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or two (2) year anniversary of the Effective Time (or, if shorterearlier, on the period date of termination of employment of the relevant Company Employee (as defined below)) (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and or its Subsidiaries applicable Subsidiary to provide, provide each Employee (excluding any Employees represented by labor unions and/or covered individual who is employed by the Collective Bargaining Agreements) as of Company or a Company Subsidiary immediately prior to the Effective Time and who continues employment with Parent remains in the employ of the Surviving Corporation or any of its Subsidiaries, including the Surviving Corporation, Subsidiaries immediately following the Closing Effective Time (the each, a “Continuing EmployeesCompany Employee”) who is not a Represented Employee (as defined in Section 6.10(c), ) with (i) the same or better employment position in the same location as held by the Company Employee immediately prior to the Effective Time, unless either (1) such Company Employee consents to such position or location change or (2) such location change is pursuant to a plan put in place by the Company or a Company Subsidiary prior to the Effective Time, (ii) a base salary or other base cash compensation wage rate that are at least the same as, in the aggregate, the base salary or other base cash compensation is no less favorable than that were provided to such Continuing the Company Employee immediately prior to the Effective Time, (iiiii) shortaggregate annual and long-term annual cash incentive compensation target opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to such Continuing the Company Employee immediately prior to the Effective Time (it being understood that any such long-term incentive compensation opportunities may be in the form of cash or private company incentive awards, including one-time awards intended to have at least equivalent value) and (iiiiv) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable no less favorable in the aggregate to than those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries the Company Employee immediately prior to the Effective Time. Notwithstanding During the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective TimeContinuation Period, Parent shall, and also shall cause the Surviving Corporation and or its Subsidiaries applicable Subsidiary to, honor (i) maintain post-retirement welfare arrangements that are no less favorable than those post-retirement welfare arrangements in place for the accrued and vested obligations of the Surviving Corporation and its Subsidiaries Company’s current or former employees as of the Effective Time under the and (ii) provide each Company Plans. The compensation and benefits for Continuing Employees Employee who are covered by experiences a Collective Bargaining Agreement shall be provided in accordance termination of employment with the applicable Collective Bargaining Agreement as amended, extended or terminated from time Surviving Corporation (other than for “cause”) severance benefits that are no less favorable than those provided pursuant to time the severance guidelines set forth in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a6.10(a) of the Company Disclosure Letter.

Employee Matters. (a) From and after the Effective Time, the Company shall, and Parent shall cause the Company to, honor all Company Employee Plans in accordance with their terms as in effect immediately before the Effective Time. For a period beginning on of twelve (12) months following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Effective Time, Parent shall provide, or shall cause to be provided, to each current and former employee of the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Company Employees”), with ) (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term and annual cash incentive compensation opportunities (other than equity or equity-based compensation) that that, in each case, are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing the Company Employee immediately prior to before the Effective Time and (iiiii) all other compensation and employee benefits (includingexcluding transaction bonus payments, defined benefit pension, non-qualified deferred compensation and retiree medical coverage, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employeeincluding annual long-term target equity incentive opportunity ) that are substantially comparable similar in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries Company Employees immediately prior to before the Effective Time. Notwithstanding Without limiting the foregoing and except as provided for in Section 6.4(c)generality of the immediately preceding sentence, (xA) Parent shall or shall cause the Surviving Corporation to be maintained through December 31, 2017 those 2017 annual provide to each Company Employee whose employment terminates during the one (or other short-term) cash incentive award programs covering 1)-year period following the Employees substantially in Effective Time severance benefits equal to the form as severance benefits that would have been provided to the Company Employee under the Company’s severance arrangements in effect immediately prior to the Effective Time, and (yB) from and after during such one (1)-year period following the Effective Time, Parent shall, and severance benefits offered to each Company Employee shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of be determined without taking into account any reduction after the Effective Time under in compensation paid or benefits provided to such Company Employee. Notwithstanding the Company Plans. The foregoing, compensation and employee benefits for Continuing Company Employees who are covered by a Collective Bargaining Agreement as of immediately prior to the Effective Time shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated in effect from time to time in accordance with its time. For the avoidance of doubt, subject to the applicable terms of any Company Employee Plan, Parent shall not be prohibited by this Section 5.6(a) from terminating the employment of or changing or modifying the terms and applicable Law. The conditions of employment for any Company and Parent agree to take Employee following the actions described on Section 6.4(a) of the Company Disclosure LetterClosing Date.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment The employees of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment continue to remain employed with Parent or any of its Subsidiaries, Subsidiaries (including the Surviving Corporation) in the United States and the United Kingdom (collectively, following the Closing (the “Continuing Employees”)) shall, during the period commencing at the Effective Time and ending on December 31, 2020 for so long as they are employed, be provided with (i) a base salary or other base wage and annual cash compensation incentive opportunity that are at least is no less favorable than the same as, in the aggregate, the combined base salary or other base wage and annual cash compensation that were incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time; provided, (ii) short-term however, that Parent shall have the right to adjust any Continuing Employee’s base salary or base wage and annual cash incentive compensation opportunities (other than equity opportunity so long as the aggregate base salary or equity-based compensation) that are no less favorable than the short-term base wage and annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to opportunity for any such Continuing Employee following any such adjustment is not less than the aggregate base salary or base wage and annual cash incentive opportunity for such Continuing Employee in effect immediately prior to the Effective Time and (iiiii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that in the aggregate are substantially comparable to such employee benefits, excluding equity, change in the aggregate to those employee benefits as are provided control or retention arrangements, generally made available to similarly situated employees of Parent or its Subsidiaries immediately prior to (other than the Effective Time. Notwithstanding the foregoing Company and except as provided for in Section 6.4(cits Subsidiaries), (x) as applicable; provided that until such time as Parent shall cause Continuing Employees to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially participate in the form employee benefit plans that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), a Continuing Employee’s continued participation in employee benefit plans of the Company and its Subsidiaries as in effect immediately prior to the Effective Time shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent Benefit Plans may commence at different times with respect to each Parent Benefit Plan). Following the Effective Time, Parent shall evaluate if it is materially less favorable, in the aggregate, for the Continuing Employees to participate in the Parent Benefit Plans as compared to the Company Benefit Plans in effect immediately prior to the Effective Time and (yimplement appropriate and reasonable solutions to minimize any such adverse impact on the Continuing Employees. Further, any Continuing Employee who is terminated by Parent or one its Subsidiaries without cause following the Effective Time and prior to December 31, 2020 will receive severance payments and benefits that are not less favorable than those provided under the applicable severance/redundancy plan of Parent or its Subsidiaries, subject to, and in accordance with, the terms of such plan as of the applicable date of termination. Notwithstanding the foregoing, the requirements of this Section 6.5(a) from and after shall not apply to Continuing Employees who are covered by any Company Labor Agreement. As of the Effective Time, Parent shall, and shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries Corporation) to, as applicable, honor the accrued and vested obligations terms of the Surviving Corporation and its Subsidiaries as of the Effective Time under the any Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterLabor Agreement.

Employee Matters. (a) For From the Effective Time and for a period beginning on the Closing Date and continuing of no less than 12 months thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or Acquiror shall cause the Surviving Corporation Company (or its Subsidiaries, as appropriate) to provide to each employee of the Surviving Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who (each such an employee, a “Covered Employee”), for so long as such Covered Employee continues employment with Parent to be employed during such period by the Surviving Company or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) a base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual wage rate and cash incentive compensation opportunities (other than equity or equity-based compensation) opportunities, in each case, that are no less favorable than the short-term annual base salary or base wage rate and cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Covered Employee immediately prior to the Effective Time and (iiiii) other compensation and employee benefits (including, but not limited to, any severance, retention excluding equity compensation and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employeelong-term incentives) that are substantially comparable are, in the aggregate to aggregate, no less favorable than those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries such Covered Employee immediately prior to the Effective Time. Notwithstanding Without limiting the foregoing and except as provided for in Section 6.4(c)immediately preceding sentence, (x) Parent Acquiror shall cause to be maintained through December 31, 2017 those 2017 annual the Surviving Company (or other short-termits Subsidiaries, as appropriate) cash incentive award programs covering to provide to each Covered Employee whose employment is terminated during the Employees substantially in Continuation Period with severance benefits equal to the form as in effect severance benefits for which such Covered Employee was eligible immediately prior to the Effective TimeClosing under the applicable written Company Benefit Plan, if any, that is listed in Schedule 4.13(a), determined (A) without taking into account any reduction after the Closing in compensation paid to such Covered Employee and (yB) from and after taking into account each Covered Employee’s service with the Effective Time, Parent shall, and shall cause the Surviving Corporation Company and its Subsidiaries to(and any predecessor entities) and, honor after the accrued and vested obligations of the Surviving Corporation Closing, Acquiror and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterAffiliates.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment Effective as of the relevant Employee Effective Time and during the one-year period immediately following the Effective Time (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries Company to provide, to each Employee (excluding employee of the Company or its Subsidiaries who continues to be employed by Parent or the Surviving Company or any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to their respective Subsidiaries following the Effective Time who continues employment with Parent or any of its Subsidiaries(collectively, including the Surviving Corporation, following the Closing (the “Continuing Company Employees”), with (i) an annual base salary or other base cash compensation that are at least the same aswage rate, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) target and maximum short-term annual cash incentive compensation opportunities (other than equity or and target equity-based compensation) that incentive compensation opportunities that, in each case, are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to such Continuing Company Employee immediately prior to the Effective Time and (iiiii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable similar in the aggregate to those the employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries such Company Employee immediately prior to the Effective Time. Notwithstanding ; provided that, notwithstanding the foregoing and except as provided for in Section 6.4(c)foregoing, (xA) Parent shall cause to be maintained through December 31during the Continuation Period, 2017 those 2017 annual (or other shortthe non-term) cash incentive award programs covering the Employees substantially in the form as discretionary matching contribution opportunity in effect for each Company Employee under any 401(k) plan maintained by Parent or any of its Subsidiaries (including the Surviving Company and its Subsidiaries) (a “Parent 401(k) Plan”) in which such Company Employee participates shall be no less favorable than that in effect for such Company Employee immediately prior to the Effective TimeTime under the applicable 401(k) plan maintained by the Company or any of its Subsidiaries (a “Company 401(k) Plan”), (B) a profit sharing contribution shall be made to the applicable Parent 401(k) Plan for each Company Employee participant in respect of (x) calendar year 2016, if the Effective Time occurs in such calendar year, and (y) from calendar year 2017, in each case based on a percentage of eligible compensation equal to 8%, and after (C) any amounts calculated in accordance with clause (B) that cannot be contributed to the applicable Parent 401(k) Plan due to applicable limitations under the Code shall instead be paid to the applicable Company Employee in a manner consistent with the Company’s past practice regarding such excess amounts. Notwithstanding anything contained herein to the contrary, during the one-year period immediately following the Effective Time, Parent shallshall continue to maintain or cause to be maintained, without amendment, the severance plan adopted by the Company prior to the Effective Time in accordance with Section 5.6 of the Company Disclosure Schedule (the “Company Severance Plan”), and shall provide, or cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall to be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterSeverance Plan, to each Company Employee who experiences a severance-qualifying termination under the Company Severance Plan, the severance benefits specified in the Company Severance Plan; provided, however, that if any such Company Employee is entitled to severance benefits under an individual severance, employment or similar agreement, such Company Employee shall receive the severance benefits provided under the terms of such agreement and not the severance benefits set forth in the Company Severance Plan.

Employee Matters. (a) For a period beginning on From and after the Closing Date and continuing thereafter for twelve months until (i) December 31, 2019 if the Closing occurs on or if shorterbefore June 30, 2019 or (ii) otherwise, the period of employment nine (9) month anniversary of the relevant Employee (Closing, the “Continuation Period”), Parent shall provideOpCo Buyer shall, or shall cause the Surviving Corporation and its Subsidiaries Company or any Company Subsidiary, as applicable to, provide to provide, each Employee (excluding any Employees represented by labor unions and/or covered who remains employed by the Collective Bargaining AgreementsCompany or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Effective Time who continues employment with Parent or any Closing and listed in Section 3.15(a) of its Subsidiariesthe Seller Disclosure Letter (each, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesCompany Severance Plan”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the short-term annual cash incentive compensation opportunities Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than equity a termination (i) by the Company or equity-based compensationthe applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that were provided to would otherwise exclude such Continuing Employee immediately prior from receiving severance benefits under the Buyer Severance Plan pursuant to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in terms of the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective TimeBuyer Severance Plan. Notwithstanding the foregoing foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations eligibility requirements of the Surviving Corporation and its Subsidiaries as of the Effective Time Buyer Severance Plan in order to receive any severance benefits under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterBuyer Severance Plan.

Employee Matters. (a) For a From and after the Effective Time, the Company shall, and Parent shall cause the Surviving Corporation to, honor all Company Benefit Plans, and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time, provided that nothing herein shall be construed as prohibiting the amendment or termination of any of the foregoing in accordance with its terms or if otherwise required by applicable Law. During the period beginning commencing on the Closing Date Effective Time and continuing thereafter for twelve months or if shorterending on December 31, the period of employment of the relevant Employee 2015 (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each current (as of the Surviving Corporation and Effective Time) employee of the Company or its Subsidiaries to provide(collectively, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Company Employees”), with ): (i) base salary or wages, cash bonus opportunities (other base than any retention or other special or non-recurring bonus or cash awards) and equity-based compensation opportunities that are at least the same asequal, in the aggregate, the base salary or other base cash compensation to those that were provided to such Continuing the Company Employee immediately prior to before the Effective Time; provided that, the provision of additional cash-based compensation opportunities in substitution for equity-based compensation opportunities shall be permitted; provided further, that for purposes of this clause (i), the Continuation Period shall end on September 30, 2015, and (ii) short-term annual cash incentive all other compensation opportunities and benefits (other than equity any retention or equityother special or non-based compensationrecurring bonus or incentive awards) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (includingthat, but not limited totaken as a whole, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee such compensation and benefits as are that were provided to similarly situated employees of Parent or its Subsidiaries the Company Employee immediately prior to before the Effective Time. Notwithstanding any other provision of this Agreement to the foregoing and except as provided for in Section 6.4(c)contrary, (xA) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and or shall cause the Surviving Corporation and its Subsidiaries to, honor provide to each Company Employee whose employment terminates involuntarily during the accrued Continuation Period other than for cause and vested obligations of other than due to death or disability (in each case, as determined by Parent in its reasonable discretion) severance benefits no less favorable than the Surviving Corporation and its Subsidiaries as of the Effective Time severance benefits provided for under the Company’s severance arrangements applicable to such Company Plans. The compensation and benefits for Continuing Employees who Employee as in effect on the date of this Agreement, which arrangements are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described summarized on Section 6.4(a5.5(a) of the Company Disclosure Letter, and (B) during the Continuation Period, severance benefits offered to each Company Employee shall be determined without taking into account any reduction after the Effective Time in compensation paid to such Company Employee that would result in Parent’s noncompliance with this Section 5.5(a); provided that, if required under the applicable Company Benefit Plan, in no event shall any Company Employee be entitled to any such severance benefits unless and until such Company Employee has delivered to Parent or the Surviving Corporation a fully executed release of claims in a form reasonably acceptable to Parent and such release has become effective and irrevocable in accordance with its terms.

Employee Matters. (a) For a During the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment fifteen (15) month anniversary of the relevant Employee (the “Continuation Period”)Effective Time, Parent shall provideshall, or shall cause the Surviving Corporation to, provide each employee who is actively employed by the Company and its Subsidiaries on the Closing Date (each a “Continuing Employee”) while employed by Parent or any of its Subsidiaries following the Effective Time with: (i) base salary no less favorable than the base salary provided to provide, each Employee (excluding any such Continuing Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing Time; and (the “Continuing Employees”), with (iii) base salary or other base cash compensation that are at least the same asemployee benefits which, in the aggregate, are no less favorable than employee benefits provided by Parent to similarly situated employees of Parent; provided, however, that until such time as Parent shall cause Continuing Employees to participate in the base salary benefit plans of Parent, a Continuing Employee’s continued participation in the Employee Benefit Plans shall be deemed to satisfy the foregoing provision of this sentence (it being understood that participation in Parent benefit plans may commence at different times with respect to each Employee Benefit Plan). Accordingly, the Company shall cooperate with Parent to ensure that from the Closing Date through the next open enrollment date for Parent’s group health, dental, vision and life insurance plans, the Continuing Employees shall continue to be covered by the Company’s group health, dental, vision and life insurance plans; provided, however, that the 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, during the period commencing at the Effective Time and ending on the fifteen (15) month anniversary of the Effective Time, Parent shall, or other base cash compensation that were provided shall cause the Surviving Company to, maintain without amendment the severance policy of Company and its Subsidiaries applicable to such Continuing Employees as of the date hereof (the “Company Severance Plan”) and provide each Continuing Employee who is not party to an individual employment, severance 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 “cause”) with the severance payments and/or benefits, if any, to which the Continuing Employee would have been entitled under the Company Severance Plan immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than taking into account the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in ’s length of service with the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation Company and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter6.6(b).

Employee Matters. (a) For a Xxxxxxx, as the Surviving Corporation, shall provide the employees of Sterling and its Subsidiaries as of the Effective Time (the “Continuing Employees”), during the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee first anniversary thereof (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) for so long as of immediately prior to they are employed following the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”)Time, with the following: (i) annual base salary or other base cash compensation wages, as applicable, that are at least no less than the same as, in the aggregate, the annual base salary or other base cash compensation that were provided to wages in effect for each such Continuing Employee immediately prior to the Effective Time, ; (ii) short-term annual target cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than those provided to similarly situated employees of Xxxxxxx and its Subsidiaries; provided, that, if the short-term annual Effective Time occurs in calendar year 2021, the Continuing Employees’ target cash incentive compensation opportunities (other for such year shall be no less favorable than equity or equity-based compensation) that were those provided to each such Continuing Employee immediately prior to the Effective Time Time; and (iii) (x) all employee statutory entitlements; and (y) all employee benefits (including, but not limited to, any severance, retention other than severance which will be provided as set forth in the last sentence of this Section 6.6(a)) and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) compensation that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or Xxxxxxx and its Subsidiaries immediately prior Subsidiaries; provided, that, with respect to clause (iii), until such time as Xxxxxxx fully integrates the Effective Time. Notwithstanding Continuing Employees into its plans, participation in the Sterling Benefit Plans (other than severance) shall be deemed to satisfy the foregoing and except as provided for in Section 6.4(c)standards, (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering it being understood that the Continuing Employees substantially may commence participating in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation plans of Xxxxxxx and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of 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 the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement severance qualifying circumstances shall be provided in accordance with severance benefits under the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time Sterling Benefit Plan set forth in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a6.6(a) of the Company Sterling Disclosure LetterSchedule, subject to such employee’s execution (and non-revocation) of a release of claims.

Employee Matters. (a) For a period beginning on purposes of vesting, eligibility to participate and accrual and level of benefits under the Closing Date employee benefit plans of Parent and continuing thereafter for twelve months or if shorter, its Subsidiaries providing benefits to any Company Employees after the period of employment of the relevant Employee Effective Time (the “Continuation PeriodNew Plans”), Parent each Company Employee shall provide, be credited for his or shall cause her years of service with the Surviving Corporation Company and its Subsidiaries to provideand their respective predecessors before the Effective Time, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the same extent as such Company Employee was entitled, before the Effective Time who continues employment with Parent Time, to credit for such service under any similar Company employee benefit plan in which such Company Employee participated or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided was eligible to such Continuing Employee participate immediately prior to the Effective Time, provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or to benefit accrual under a defined benefit pension plan. In addition, and without limiting the generality of the foregoing, (iiA) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensationParent shall cause each Company Employee to 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 set forth on Section 3.10(a) that are no less favorable than of the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to Company Disclosure Schedule in which such Continuing Company Employee participated immediately prior to before the Effective Time (such plans, collectively, the “Old Plans”) and (iiiB) for purposes of each New Plan providing medical, dental, pharmaceutical 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 benefits (includingand his or her covered dependents, but unless such conditions would not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially have been waived under the comparable in the aggregate to those employee benefits as are provided to similarly situated employees plans of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect which such employee participated immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause any eligible expenses incurred by such employee and his or her covered dependents during the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations portion of the Surviving Corporation and its Subsidiaries as plan year of the Effective Time Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided applicable plan year as if such amounts had been paid in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettersuch New Plan.

Employee Matters. (a) For a period beginning on Subject to the Closing Date requirements of applicable Law and continuing thereafter for twelve months the terms of any applicable Collective Bargaining Agreement, from the First Effective Time until the later of December 31, 2017 or if shorter, the period of employment first anniversary of the relevant Employee (the “Continuation Period”)First Effective Time, Parent shall provide, or shall cause to be provided, to each employee of the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with to be employed by Parent or any of its Subsidiaries, Subsidiaries (including the Surviving Corporation, Company and its Subsidiaries) immediately following the Closing First Effective Time (the each, a “Continuing EmployeesEmployee”)) while such employee is so employed, with (i) base salary or other base wages and (subject to the terms of Section 7.06(a) of the Company Disclosure Letter) annual cash incentive compensation that are at least the same asopportunity that, in the aggregateeach case, are no less favorable than the base salary or other base wages and annual cash incentive compensation that were provided opportunity available to such Continuing Employee immediately prior to the First Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) severance benefits to each Continuing Employee that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) those that were would have been provided to such Continuing Employee immediately under the Company Plans that provide severance benefits as in effect on the date of this Agreement and identified in Section 4.17(a) of the Company Disclosure Letter (it being understood that upon the expiration of the change-in-control protection period in effect as of the date hereof under the Thoratec Corporation and Subsidiaries Separation Benefits Plan (whether prior to or after the Effective Time Closing Date), any individuals who were eligible participants in such plan who become Continuing Employees will cease to be covered by such plan and will instead be covered by the broad-based Company severance plan applicable to similarly situated Continuing Employees), and (iii) employee health and welfare and retirement benefits (includingthat are no less favorable in the aggregate than those provided to employees of the Company and its Subsidiaries as of immediately prior to the First Effective Time. In addition, but not limited tounless the Company has granted the awards contemplated by Item 4 of Section 6.01(b)(xii) of the Company Disclosure Letter, any severanceParent shall provide, retention and any other termination pay and benefits plansor cause to be provided, practices and policies applicable a long-term incentive award opportunity in 2017 to each Continuing EmployeeEmployee employed by Parent or its Subsidiaries at the time annual long-term incentive awards are made by Parent generally, on a basis consistent with Parent’s practices (including with respect to eligibility) that are substantially comparable in the aggregate to those employee benefits as are provided for awarding long-term incentive awards to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettergenerally.

Employee Matters. (a) For a period beginning on From and after the Closing Date Effective Time, Parent and continuing thereafter for twelve months the Surviving Corporation will honor all Company Benefit Plans and compensation arrangement and agreements, including those set forth in the Company Disclosure Letter, in accordance with their terms as in effect immediately before the Effective Time or if shorter, as required by applicable Law to the period of extent necessary to avoid adverse consequences to the employment of any non-U.S. employee. From and after the relevant Employee (the “Continuation Period”)Effective Time and until December 31, 2017, Parent shall will provide, or shall will cause to be provided, to each employee of the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, remains employed following the Closing (each, a “Continuing Employee”) and whose terms and conditions of employment were not, and do not become, subject to a collective bargaining agreement (the “Continuing Company Non-Union Employees”), with ) compensation and benefits (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or excluding equity-based compensation) that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Company Non-Union Employee immediately before the Effective Time, except that each such Company Non-Union Employee’s annual base salary or wage rate will be no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to before the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from From and after the Effective Time, for purposes of equity-based compensation, Parent shallwill treat each Company Non-Union Employee, and shall cause other than those listed in Section 6.9(a) of the Surviving Corporation Company Disclosure Letter solely with respect to grants made in 2017, in a manner consistent with its treatment of similarly situated employees of Parent and its Subsidiaries tounder the Parent Stock Plans. From and after the Effective Time and until December 31, honor 2017, Parent will provide, or will cause to be provided, to each Company Non-Union Employee employed by the accrued and vested obligations of the Surviving Corporation and Company or its Subsidiaries as of the Effective Time under Time, severance benefits that are no less favorable than those provided to each such Company Non-Union Employee immediately before the Effective Time. As to each Continuing Employee whose terms and conditions of employment were subject to a collective bargaining agreement (the “Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance Union Employees”), Parent will cause the Surviving Corporation to comply with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and conditions of each applicable collective bargaining agreement, in a manner consistent with applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.

Employee Matters. (a) For From the Effective Time and for a period beginning on the Closing Date and continuing of no less than 12 months thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent Nikola shall provide, provide or shall cause the Surviving Corporation to be provided to each employee of Romeo and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) Romeo Subsidiary as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries(each such an employee, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesCovered Employee”), for so long as such Covered Employee continues to be employed during such period by Romeo or a Romeo Subsidiary, with (i) a base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual wage rate and cash incentive compensation opportunities (other than equity or equity-based compensation) opportunities, in each case, that are no less favorable than the short-term annual lesser of the base salary or base wage rate and cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Covered Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent Nikola; and (ii) employee benefits (excluding bonus compensation, equity compensation, long-term incentives or its Subsidiaries pension plan benefits) that are, in the aggregate, no less favorable than the lesser of those provided to such Covered Employee immediately prior to the Effective TimeTime and those provided to similarly situated employees of Nikola, including the recognition of all service of such Covered Employee for purposes of all employee benefits. Notwithstanding Without limiting the foregoing and except as provided for in Section 6.4(c)immediately preceding sentence, (x) Parent Nikola shall provide or cause to be maintained through December 31provided to each Covered Employee who is an “eligible executive” under Romeo’s Executive Severance and Change in Control Plan as of the date of this Agreement, 2017 those 2017 annual (or other short-termsuch “eligible executives” set forth on Section 6.4(d) cash incentive award programs covering of the Employees substantially in Romeo Disclosure Schedule, and whose employment is terminated during the form as in effect Continuation Period with severance benefits equal to the severance benefits for which such Covered Employee was eligible immediately prior to the Effective TimeClosing under the applicable written Romeo Employee Plan terms of Romeo’s Executive Severance and Change in Control Plan determined (A) without taking into account any reduction after the Closing in compensation paid to such Covered Employee, (B) taking into account each Covered Employee’s service with Romeo and the Romeo Subsidiaries (yand any predecessor entities) from and and, after the Effective Time, Parent shall, and shall cause the Surviving Corporation Nikola and its Subsidiaries to, honor the accrued Affiliates and vested obligations of the Surviving Corporation (C) without taking into account any equity awards granted by Nikola and its Subsidiaries as of Affiliates to such Covered Employees after the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterClosing.

Employee Matters. (a) For a period beginning on At the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Effective Time, Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered will continue the employment of all of the employees who are employed by the Collective Bargaining Agreements) Company or any of its Subsidiaries as of the day immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Affected Employees”)) initially at the same salaries and wages of such employees immediately prior to the Effective Time. During the period from the Effective Time to and including the one year anniversary of the Closing Date, with Parent and its Subsidiaries (i) base shall provide each Affected Employee with an annual salary rate or other base cash compensation hourly wage rate, as applicable, that are at least is no less favorable to such Affected Employee than the same as, in the aggregate, the base salary rate or other base cash compensation that were wage rate provided to such Continuing Affected Employee immediately prior to the Effective Time, and (ii) shortshall provide Affected Employees who are so employed by the Company or its Subsidiaries as of the day immediately prior to the Effective Time, in the aggregate, with employee compensation and benefits (excluding equity compensation and long-term annual cash incentive compensation opportunities (other than equity or equity-based compensationincentives) that are no less favorable in the aggregate than those provided by the short-term annual cash incentive compensation opportunities (other than equity Company or equity-based compensation) that were provided to such Continuing Employee its Subsidiaries immediately prior to the Effective Time Time; provided, however, that Parent may transition Affected Employees to Parent’s bonus and (iii) employee benefits (includingincentive compensation plans at any time in Parent’s discretion and, but not limited tofollowing the end of the fiscal year or benefit plan year, any severanceas applicable, retention in which the Closing Date occurs, Parent may transition Affected Employees to other compensation and any other termination pay benefit plans providing compensation and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to Parent’s other similarly situated employees of employees. Nothing in this Agreement shall be considered a contract between Parent or and its Subsidiaries immediately prior and any Affected Employee or consideration for, or inducement with respect to, any such employee’s continued employment and, without limitation, all such employees are and will continue to be considered to be employees at will pursuant to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c)applicable employment at will laws or doctrines, (x) Parent shall cause subject to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior any express written agreement to the Effective Time, and (y) from contrary with such employee. From and after the Effective Time, Parent shallshall honor, and shall cause its Subsidiaries to honor, each change in control or severance agreement between the Surviving Corporation Company and its Subsidiaries to, honor and any employee thereof and to perform the accrued and vested obligations of the Surviving Corporation Company thereunder, and Parent shall provide, or cause its Subsidiaries to provide, relocation benefits in accordance with Company policy as in effect on the date of this Agreement to any Affected Employee who becomes entitled to severance benefits following the Effective Time under the pursuant to any Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterBenefit Plan.

Employee Matters. (a) For a period beginning on From the Closing Date and continuing thereafter for twelve months or if shorterEffective Time through December 31, 2009, the period employees of employment Wisconsin and the Wisconsin Subsidiaries who are employed by Georgia, the Surviving Company or any of their Affiliates as of the relevant Employee Effective Time and who remain employed with Georgia, the Surviving Company or any of their Affiliates thereafter (the “Continuation PeriodAssumed Employees”) will be offered compensation and employee benefits that are substantially comparable in the aggregate to the compensation and employee benefits provided to such employees immediately prior to the Effective Time (excluding equity-based compensation (including benefits under an employee stock purchase plan) and subject to Section 6.6(e), Parent benefits under a tax qualified retirement plan and 401(k) plan); provided that: (i) continued participation and coverage following the Effective Time under the Wisconsin Benefit Plans as in effect immediately prior to the Effective Time shall providebe deemed to satisfy the obligations under this sentence, it being understood that the Assumed Employees may commence participating in the comparable Georgia benefit plans on different dates following the Effective Time with respect to different comparable Georgia benefit plans; (ii) the foregoing shall not apply to Assumed Employees who have entered into or will enter into an individual employment agreement with Georgia or any Georgia Subsidiary; (iii) from the Effective Time through the first anniversary of the Effective Time, Georgia shall, and shall cause the Surviving Corporation Georgia Subsidiaries (including Wisconsin and its the Wisconsin Subsidiaries following the Effective Time) to, provide each employee of Wisconsin and the Wisconsin Subsidiaries as of the Effective Time (whether or not such employee is an Assumed Employee) with severance and other separation benefits that are no less favorable than those provided by Wisconsin and the Wisconsin Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by employees of Wisconsin and the Collective Bargaining Agreements) Wisconsin Subsidiaries as of immediately prior to the Effective Time who continues employment (it being understood that the provision of severance and other separation benefits under and in accordance with Parent or any the terms of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided an Wisconsin Benefit Plan applicable to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Assumed Employee immediately prior to the Effective Time or as approved by the President and Chief Executive Officer of Georgia (as of the Effective Time) shall be deemed to satisfy the obligations under this Section 6.6(a)(iii)); (iv) there shall be no requirement that such Assumed Employees receive grants of equity based compensation; (v) Assumed Employees shall become first eligible to participate in the employee stock purchase plan of Georgia as of the first business day in January 2010 in accordance with its terms; and (iiivi) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable the Assumed Employees shall be eligible to each Continuing Employee) that are substantially comparable participate in a Georgia DC Plan on the aggregate to those employee benefits same basis as are provided to similarly similarly-situated employees of Parent or its Subsidiaries Georgia (provided that if an Assumed Employee was eligible to participate in a Wisconsin DC Plan as of immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c)Closing Date, (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement such Assumed Employee shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time immediately eligible to time participate in accordance with its terms and in the applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) Georgia DC Plan as of the Effective Time). Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to guarantee employment for any period of time for, or preclude the ability of the Surviving Company Disclosure Letterto terminate, any Assumed Employee for any reason.

Employee Matters. (a) For a During the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment first anniversary of the relevant Employee (the “Continuation Period”)Closing Date, Parent shall provide, or shall cause provide each employee of the Surviving Corporation Company and its Subsidiaries who continues to provide, each Employee (excluding any Employees represented be employed by labor unions and/or covered by the Collective Bargaining Agreements) as of Parent or its Subsidiaries immediately prior to following the Effective Time who continues employment with Parent or any of its Subsidiaries(collectively, including the Surviving Corporation, following the Closing (the “Continuing Employees”), ) with (i) a base salary or other base cash compensation wage rate, as applicable, that are at least the same as, in the aggregate, is no less favorable than the base salary or other base cash compensation that were wage rate, as applicable, provided by the Company or any such Subsidiary to such Continuing Employee immediately prior to the Effective Time, (ii) annual or short-term annual cash incentive compensation target opportunities (other than equity or equity-based compensation) that that, in each case, are no less favorable than the annual or short-term annual cash incentive compensation target opportunities (other than equity or equity-based compensation) that were provided by Parent to such Continuing Employee immediately prior to the Effective Time similarly situated employees of Parent and its Subsidiaries, and (iii) other compensation and employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those the other compensation and employee benefits as are provided to similarly situated employees of Parent or and its Subsidiaries immediately prior to the Effective Time. Notwithstanding Subsidiaries; provided, however, that notwithstanding the foregoing clauses (ii) and except as provided for in Section 6.4(c(iii), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering until such time as the Continuing Employees substantially commence participating in the form as Parent plans and programs, the foregoing obligations shall be deemed satisfied by the Continuing Employees’ continued participation in effect the Company Benefits Plans, it being understood that participation in the Parent plans and programs may commence at different times. Without limiting the immediately prior to the Effective Timepreceding sentence and unless otherwise addressed in an employment agreement entered into with Parent or Parent Bank or an existing employment, and (y) from and after the Effective Timechange in control or severance agreement with Company or Company Bank, Parent shall, and or shall cause the Surviving Corporation and one of its Subsidiaries to, honor provide to each Continuing Employee whose employment terminates during the accrued and vested obligations 12-month period following the Closing Date with the severance benefits set forth in Section 6.6(a) of the Surviving Corporation Parent Disclosure Schedule in each case, determined (A) without taking into account any reduction after the Closing in compensation paid to such Continuing Employee and (B) taking into account each Continuing Employee’s service with the Company and its Subsidiaries as of (and any predecessor entities) and, after the Effective Time under the Company Plans. The compensation Closing, Purchaser and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterSubsidiaries.

Employee Matters. (a) For a Old National, as the Surviving Corporation, shall provide the employees of First Midwest and its Subsidiaries as of the Effective Time (the “Continuing Employees”), during the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment later of the relevant Employee first anniversary of the Effective Time or December 31, 2022 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) for so long as of immediately prior to they are employed following the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”)Time, with the following: (i) annual base salary or other base cash compensation wages, as applicable, that are at least no less than the same as, in the aggregate, the annual base salary or other base cash compensation that were provided to wages in effect for each such Continuing Employee immediately prior to the Effective Time, ; (ii) short-term annual cash target incentive compensation opportunities (other than equity or both cash and equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided by First Midwest and its Subsidiaries to each such Continuing Employee immediately prior to the Effective Time and Time; (iii) all employee statutory entitlements; and (iv) all employee benefits (including, but not limited to, any severance, retention other than severance which will be provided as set forth in the last sentence of this Section 6.6(a)) and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) compensation that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or Old National and its Subsidiaries immediately prior Subsidiaries; provided, that, with respect to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(cclause (iv), (x) Parent if the Effective Time occurs prior to December 31, 2021, the Surviving Corporation shall cause continue the health and welfare benefit plans of First Midwest, and the Continuing Employees may continue to be maintained participate in such plans, through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time2021, and (y) from and after until such time as Old National fully integrates the Effective TimeContinuing Employees into its plans, Parent shallparticipation in the First Midwest Benefit Plans (other than severance) shall be deemed to satisfy the foregoing standards, and shall cause it being understood that the Surviving Corporation Continuing Employees may commence participating in the plans of Old National and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of 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 the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement severance qualifying circumstances shall be provided severance benefits as set forth in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a6.6(a) of the Company First Midwest Disclosure LetterSchedule.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall will cause the Surviving Corporation Company to, and its Subsidiaries to providethe Surviving Company will, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) honor all Company Compensation and Benefit Plans in accordance with their terms as of in effect immediately prior to before the Effective Time who continues employment with and Parent or any of its Subsidiaries, including will cause the Surviving CorporationCompany to, and the Surviving Company will, honor all changes to the Company Compensation and Benefit Plans required by applicable Law. Parent and the Surviving Company will, commencing at the Effective Time and extending through December 31 of the calendar year following the Closing calendar year in which the Effective Time occurs, provide or cause to be provided to the Active Affected Employees (the “Continuing Employees”), with other than employees covered by a collective bargaining agreement) compensation and employee benefits (excluding (i) base salary payments or benefits made by reason of the Merger and the other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Timetransactions contemplated by this Agreement, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-equity based compensationcompensation and (iii) change in control or retention payments) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are than provided to similarly situated employees the Active Affected Employees immediately before the Closing Date; provided that in determining the timing, amount and terms and conditions of Parent or its Subsidiaries immediately prior equity compensation and other incentive awards to be granted to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c)Active Affected Employees, (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Timewill, and (y) from and after the Effective Time, Parent shall, and shall will cause the Surviving Corporation and its Subsidiaries to, honor the accrued treat in a substantially similar manner Active Affected Employees and vested obligations similarly situated other employees of the Surviving Corporation Parent and its Subsidiaries (including by reason of job duties and years of service). Notwithstanding the foregoing, except as provided in this Agreement, nothing contained in this Agreement obligates Parent, the Surviving Company or any affiliate of either to (i) maintain any particular Company Compensation and Benefit Plan or (ii) retain the Effective Time under employment of any Active Affected Employee. However, Parent will, or will cause the Surviving Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided to participate in Parent’s severance plan following the Closing, in accordance with the applicable Collective Bargaining Agreement as amendedterms of such plan, extended or terminated from time giving effect to time in accordance the Active Affected Employees service with its terms and applicable Law. The the Company and its affiliates. Parent agree shall continue to take the actions described on Section 6.4(a) maintain such plan until at least December 31 of the Company Disclosure Letteryear following the calendar year in which the Effective Time occurs.

Employee Matters. (a) For a period beginning on Unless otherwise mutually agreed by PACW and BANC prior to the Closing Date Effective Time, BANC, as the Surviving Corporation, shall provide the employees of PACW and continuing thereafter for twelve months or if shorter, the period of employment their Subsidiaries as of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause Effective Time who continue to remain employed with the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), immediately after the Effective Time, with the following: (i) annual base salary or other base wages, as applicable, target cash compensation incentive opportunities and target long term incentive opportunities (excluding in each case any retention, sign-on or special one-time awards) that are at least the same as, either (1) no less favorable in the aggregateaggregate than those provided to similarly situated employees of the Surviving Corporation and its Subsidiaries, the base salary or (2) provided in accordance with any employment agreement, offer letter or other base cash compensation that were provided arrangement to such which any Continuing Employee is a party or participant in immediately prior to the Effective Time, ; and (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) employee benefits that are no less favorable in the aggregate than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries Employees immediately prior to the Effective Time. Notwithstanding the foregoing and except as ; provided for in Section 6.4(cthat, with respect to clause (ii), (x) Parent shall cause to if the Continuing Employees and employees of BANC and its Subsidiaries are integrated into Benefit Plans of the Surviving Corporation and its Subsidiaries, which may be maintained through December 31done on a plan by plan basis, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause if the Surviving Corporation and its Subsidiaries to, honor modify any existing plans or adopt new benefit plans with respect to the accrued Continuing Employees and vested obligations employees of the Surviving Corporation BANC and its Subsidiaries as of (which plans will, among other things, (A) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (B) not discriminate between employees who were covered by PACW Benefit Plans, on the one hand, and those covered by BANC Benefit Plans on the other, at the Effective Time) (the “New Benefit Plans”), participation in such plans shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in the PACW Benefit Plans, the BANC Benefit Plans or the New Benefit Plans on different dates following the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time respect to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letterdifferent plans.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorteruntil and through December 31, the period of employment of the relevant Employee 2023 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Continuing Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) wage or base salary or other base cash compensation levels that are at least the same as, in the aggregate, the base salary or other base cash compensation that were not less than those provided to such Continuing Employee immediately prior to Employees by the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent Company or its Subsidiaries immediately prior to the Effective Time. Notwithstanding , and (ii) target annual cash bonus opportunities that are no less favorable than the foregoing and except as target annual cash bonus opportunities provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (such Continuing Employees by the Company or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect its Subsidiaries immediately prior to the Effective TimeTime (excluding, and for the avoidance of doubt, (x) the value of any equity or other long-term incentive opportunities or (y) from and after any opportunity to elect to convert cash incentive opportunities into Company Awards). For the Effective TimeContinuation Period, Parent shallshall provide, and or shall cause the Surviving Corporation and its Subsidiaries toto provide, honor each Continuing Employee with employee benefits that are at least as favorable (excluding, for the accrued avoidance of doubt, the value of any equity, equity-based or other long-term incentive opportunities and vested obligations any transaction, retention, or change in control compensation granted or paid (A) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, or (B) relating to transactions following the Closing) to those in effect for such Continuing Employee immediately prior to the Closing; provided that during the period beginning on the Closing Date and continuing for two years thereafter, Parent and the Surviving Corporation agree to keep in effect all severance plans, agreements, practices and policies that are applicable to Employees and set forth in Section 6.3(a) of the Company Disclosure Letter or publicly filed with the SEC as of the date hereof, and agree that each Continuing Employee shall, during the Continuation Period, be provided with severance benefits that are no less favorable than the severance benefits provided under such plans, agreements, practices and policies (or such greater benefits as are required after giving effect to the acknowledgment in Section 6.3(d)). Except as set forth in Section 6.3(a) of the Company Disclosure Letter or a CBA, nothing herein shall be deemed to limit the right of Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries as Subsidiaries) or any of their respective Affiliates to (I) terminate the Effective Time under employment of any Continuing Employee at any time, (II) change or modify the Company Plans. The compensation and benefits terms or conditions of employment for any Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance Employee to the extent such change is not inconsistent with the applicable Collective Bargaining Agreement as amended, extended provisions of this Section 6.3 or terminated from time to time (III) change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the requirements of this Section 6.3. For avoidance of doubt, nothing in this Section 6.3 shall be deemed to obligate Parent to provide non-qualified deferred compensation or defined benefit compensation (other than as required by Law or CBA) in the same form as provided prior to the Closing Date so long as the value thereof as in effect prior to the Effective Time is replaced during the Continuation Period in some other manner to the extent provided herein. Notwithstanding the foregoing, the compensation and benefits treatment and terms and applicable Law. The Company and Parent agree conditions of employment provided to take the actions described on Section 6.4(a) of the Company Disclosure Letterall non-union Continuing Employees in Canada shall be at sufficient levels to avoid constructive dismissal.

Employee Matters. (a) For a period beginning on the Closing Date From and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to after the Effective Time, the employees of Sky and its Subsidiaries who are employed by the Surviving Company as of the Effective Time (iithe “Assumed Employees”) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) and who remain employed with the Surviving Company thereafter will be offered participation and coverage under Huntington Benefit Plans that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) plans generally in effect for similarly situated employees of Huntington and its Subsidiaries; provided, that were provided to such Continuing Employee continued participation and coverage following the Effective Time under the Sky Benefit Plans as in effect immediately prior to the Effective Time shall be deemed to satisfy the obligations under this sentence, it being understood that the Assumed Employees may commence participating in the comparable Huntington Benefit Plans on different dates following the Effective Time with respect to different comparable Huntington Benefit Plans. Notwithstanding any provision of this Section 6.7(a) to the contrary, each Assumed Employee (other than those with individual agreements providing for severance or “change of control” benefits) whose employment terminates during the 12-month period from and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination after the Effective Time shall receive the greater of the severance pay and benefits plansunder (i) the Huntington Transition Pay Plan, practices and policies applicable in accordance with the terms thereof as in effect from time to each Continuing Employeetime, or (ii) that are substantially comparable the Sky Severance Pay Plan, in accordance with the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form terms thereof as in effect immediately prior to the Effective Time, in either case to be calculated, on the basis of the Assumed Employee’s service at the time of termination of employment and the greater of the Assumed Employee’s compensation (yA) from and after at the time of termination of employment or (B) as in effect immediately prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and Such severance benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with all cases under the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree procedures set forth in the Huntington Transition Pay Plan, except with regard to take the actions described on Section 6.4(a) of the Company Disclosure Letterbenefit formula as stated above.

Employee Matters. (a) For a period beginning on of one year following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee Effective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each employee of the Surviving Corporation Company and its Subsidiaries who continues to provide, each Employee (excluding any Employees represented be employed by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to Parent or its Subsidiaries following the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with for so long as such Continuing Employee is employed following the Effective Time, (i) an annual base salary or other base cash compensation wage rate that are at least is no less favorable to such Continuing Employee than the same as, in the aggregate, the annual base salary or other base cash compensation that were wage rate provided to such Continuing Employee immediately prior to the Effective Time, ; (ii) short-term an annual cash incentive compensation opportunities (other than equity or equity-based compensation) bonus opportunity that are is no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) bonus opportunity that were was provided to such Continuing Employee immediately prior to the Effective Time and Time; (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) long-term equity incentive opportunities that are substantially comparable in the aggregate to no less favorable than those employee benefits as are provided to similarly situated employees of Parent or and its Subsidiaries; and (iv) other employee benefits (excluding long-term equity incentive opportunities) that are no less favorable in the aggregate than those provided to similarly situated employees of Parent and its Subsidiaries, provided that, for purposes of this clause (iv), the employee benefits generally provided to employees of the Company and its Subsidiaries as of immediately prior to the Effective Time. Notwithstanding Time shall be deemed to be no less favorable in the foregoing aggregate to those provided to similarly situated employees of Parent and except its Subsidiaries, it being understood that the Continuing Employees may commence participation in the “employee benefit plans,” as provided for defined in Section 6.4(c3(3) of ERISA (whether or not subject to ERISA), (x) maintained by Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and any of its Subsidiaries to(collectively, honor the accrued and vested obligations “New Plans”) at such times as are determined by Parent. For the avoidance of the Surviving Corporation and doubt, nothing in this Agreement shall require Parent or any of its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letteremploy any Person.

Employee Matters. (a) For a period beginning on Parent hereby agrees that individuals identified as continuing employees ("Continuing Employees") in Section 5.06(a)(1) of the Company Disclosure Schedule and who are employed by the Company as of the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause continue to be employed by the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (Closing. Upon request of Parent, Company shall terminate the “employment or services of all individuals not identified as a Continuing Employees”), with Employee as soon as practicable following the earlier to occur of (i) base salary the consummation of the Offer or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities Parent's waiver of the conditions to the Offer set forth in Annex A upon an extension of the Offer. Each such terminated employee shall receive the severance pay as determined pursuant to Section 5.06(c) of the Company Disclosure Schedule with respect to such employee. Each Continuing Employee identified as a transition employee in Section 5.06(a)(1) of the Company Disclosure Schedule (a "Transition Employee") shall receive the severance pay as determined pursuant to Section 5.06(c) of the Company Disclosure Schedule with respect to such employee upon the earlier to occur of (i) termination of the Transition Employee's employment by Parent or the Surviving Corporation (other than equity a termination for cause as defined in Section 5.06(c) of the Company Disclosure Schedule), or equity-based compensation(ii) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensationcompletion of the respective Transition Employee's transition period set forth in Section 5.06(a)(1) that were provided of the Company Disclosure Schedule. Prior to such the consummation of the Offer, the Company shall assist Parent in causing, and Parent shall reasonably endeavor to cause, each Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for who is identified in Section 6.4(c), 5.06(a)(1) of the Company Disclosure Schedule as key employee (x"Key Employee") Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees enter an employment agreement substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(aset forth 5.06(a)(2) of the Company Disclosure LetterSchedule which shall provide for base salary equal to or exceeding the respective employee's salary on the date hereof (which base salary the Company represents has not been increased since April 15, 2002). Except as modified or amended with the consent of a Continuing Employee, or actions taken in furtherance thereof, Parent hereby agrees, and agrees to cause the Surviving Corporation, to comply with the terms and make required payments when due under (and not to attempt to invalidate), each of the contracts and agreements identified in Section 3.01(i) of the Company Disclosure Schedule. Neither this Section 5.06 nor any other provision of this Agreement shall limit the ability or right of the Company to terminate the employment of any of its employees after the Closing (subject to any rights of any such employee pursuant to a written contract or agreement).

Employee Matters. (a) For a During the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment first (1st) anniversary of the relevant Employee Effective Time (the “Continuation Period”), Parent shall provide, or shall cause provide the Surviving Corporation employees of Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that for so long as they are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to employed following the Effective Time, with the following: (iii) short-term an annual base salary or wages and target annual cash incentive compensation opportunities (other than equity or equity-based compensation) opportunities, as applicable, that are are, in each case, no less favorable than the short-term annual base salary or wages and target annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to opportunities, as applicable, in effect for each such Continuing Employee immediately prior to the Effective Time and (iiiii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or and its Subsidiaries (excluding any severance benefits, frozen benefit plans of Parent and its Subsidiaries or benefit plans that exclusively provide benefits to grandfathered employees of Parent and its Subsidiaries). Without limiting the immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Timepreceding sentence, Parent shall, and or shall cause the Surviving Corporation and or one of its Subsidiaries to, honor provide to each Continuing Employee whose employment terminates during the accrued and vested obligations of Continuation Period with severance benefits no less than the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and severance benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided set forth in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a6.7(a) of the Company Disclosure LetterSchedule, determined (A) by taking into account such Continuing Employee’s service with Company and its Subsidiaries (and their predecessor entities) prior to the Closing Date and with Parent and its Subsidiaries on and after the Closing Date, and (B) without taking into account any reduction after the Closing in the compensation paid to such Continuing Employee.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter Except for twelve months or if shorterany withdrawal liability, the period of employment of the relevant Employee (the “Continuation Period”as described in Section 8.1(j), Parent Seller shall provide, retain all liabilities and obligations in connection with or shall cause the Surviving Corporation and its Subsidiaries relating to provide, each Employee (excluding any Employees represented employees employed by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent Seller or any agents, contractors or managers of its SubsidiariesSeller at the Project, including the Surviving Corporation, following the Closing (the “Continuing Employees”), liabilities and obligations in connection with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Timeaccrued vacation, (ii) short-term annual cash incentive compensation opportunities (other than equity health insurance contributions for employees who are on a leave of absence or equity-based compensation) that are no less favorable than on COBRA coverage at the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time time of Closing, and (iii) employee benefits (includingthe Collective Bargaining Agreements set forth on Exhibit 7.2(t) in each case, but not limited towith respect to the period before the Closing Date. Buyer shall assume or cause its agents, any severance, retention managers and/or contractors to assume all Seller’s liabilities and obligations in connection with or relating to the Collective Bargaining Agreements set forth on Exhibit 7.2(t) and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) successor collective bargaining agreements that are substantially comparable negotiated before the Closing or become effective in the aggregate to those employee 2011 calendar year, including compliance with the terms thereof and with the compensation, health, welfare and other benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior specified therein with respect to the Effective Time. Notwithstanding the foregoing and except as provided for employees covered thereby in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior each case with respect to the Effective Time, and (y) period from and after the Effective TimeClosing Date. Seller shall indemnify, Parent shallprotect, defend and hold Buyer harmless from and against any and all obligations, liabilities, claims, losses, damages, costs or expenses, including reasonable attorney’s fees, incurred by Buyer arising out of Seller’s failure to comply with the provisions of this Section 8.1(i). Buyer shall cause indemnify, protect, defend and hold Seller harmless from and against any and all obligations, liabilities, claims, losses, damages, costs or expenses, including reasonable attorney’s fees, incurred by Seller arising out of Buyer’s failure to comply with the Surviving Corporation provisions of this Section 8.1(i). Buyer shall have no liability for any “COBRA” continuation with respect to qualifying events occurring before Closing regarding employees (and their beneficiaries) of Seller and its Subsidiaries toaffiliates and Seller’s agents, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plansmanagers and/or contractors. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement provisions of this Section 8.1(i) shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettersurvive Closing.

Employee Matters. (a) For a During the period beginning on the Closing Date and continuing thereafter for twelve ending on the date that is 12 months or if shorter, after the period of employment of the relevant Employee (the “Continuation Period”)Closing Date, Parent shall provideshall, or shall cause one of its Subsidiaries or Affiliates (including, the Company, the Surviving Corporation and its Subsidiaries to providetheir respective Subsidiaries) to, provide each Employee (excluding any Employees represented by labor unions and/or covered who is employed by the Collective Bargaining AgreementsCompany or any Company Subsidiary on the Closing Date (each, a “Company Employee”) as of immediately prior to the Effective Time who continues employment with extent that the Company Employee remains employed by the Surviving Corporation, Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), their respective Subsidiaries or Affiliates with (i) a base salary or other base cash compensation hourly wage rate, as applicable, that are is at least the same as, in the aggregate, equal to the base salary or other base cash compensation that were hourly wage rate provided to such Continuing Company Employee immediately prior to the Effective Time, Closing Date; (ii) short-term annual cash incentive compensation opportunities (including bonus, commission and other than equity or equity-based compensationincentive compensation opportunities) that are no less favorable than at least equal to the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to in effect for such Continuing Company Employee immediately prior to the Effective Time Closing Date (it being understood that Parent will make, or cause one of its Subsidiaries or Affiliates (including the Company, the Surviving Corporation and their respective Subsidiaries) to make, the applicable payment in respect of such incentive compensation opportunities that are earned or accrued in the 12-month period after the Closing Date at the time(s) they would be payable in the ordinary course even if such payment date is after the conclusion of such 12-month period); and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in (x) not less favorable than the aggregate to those employee benefits provided to such Company Employee under the Company Benefit Plans immediately prior to the Closing Date (or, if a Company 401(k) Plan is terminated, then with respect to such plan, immediately prior to its termination) or (y) on the same terms and conditions as are provided offered to similarly situated employees of Parent (or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(cor Affiliates), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.

Employee Matters. (a) From and after the Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the Effective Time. For a period beginning on of one year following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Surviving Corporation Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to providethe Company Employee immediately before the Effective Time (it being understood that in lieu of equity compensation awards, each Employee (excluding any Parent may provide Company Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) who, as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiarieswere eligible to receive Company equity compensation awards, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation long-term incentive awards that are at least settled in cash in an amount sufficient to replace the same as, in grant date value of the aggregate, the base salary or other base cash Company Employee’s equity compensation that were provided to such Continuing Employee opportunity immediately prior to the Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) employee benefits that are no less favorable in the aggregate than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were employee benefits provided to the Company Employee immediately before the Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Continuing Company Employee is eligible to participate immediately prior to the Effective Time and (iiiB) employee during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from on and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and any of its Subsidiaries to, honor the accrued Affiliates) and vested obligations of the Surviving Corporation and its Subsidiaries as of without taking into account any reduction after the Effective Time under the in compensation paid or benefits provided to such Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterEmployee.

Employee Matters. (a) For a period beginning on At the Closing Date and continuing thereafter for twelve months or if shorterEffective Time, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation Transocean and its Subsidiaries to providewill continue the employment of all of the employees who are employed by Transocean, each Employee (excluding GlobalSantaFe or any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) of their Subsidiaries as of the day immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Affected Employees”)) initially at the same salaries and wages of such employees immediately prior to the Effective Time. During the period from the Effective Time to and including December 31, with 2008, Transocean and its Subsidiaries (i) base shall provide each Affected Employee with an annual salary rate or other base cash compensation hourly wage rate, as applicable, that are at least is no less favorable to such Affected Employee than the same as, in the aggregate, the base salary rate or other base cash compensation that were wage rate provided to such Continuing Affected Employee immediately prior to the Effective Time, and (ii) short-term annual cash incentive compensation opportunities (other than equity shall provide Affected Employees who are so employed by GlobalSantaFe or equity-based compensation) that are no less favorable than its Subsidiaries as of the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee day immediately prior to the Effective Time and (iii) Time, in the aggregate, with employee benefits (including, but not limited to, any severance, retention and any other termination pay compensation and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable no less favorable in the aggregate to than those employee benefits as are provided to similarly situated employees of Parent by GlobalSantaFe or its Subsidiaries immediately prior to the Effective Time. Notwithstanding Nothing in this Agreement shall be considered a contract between Transocean and its Subsidiaries and any Affected Employee or consideration for, or inducement with respect to, any such employee’s continued employment and, without limitation, all such employees are and will continue to be considered to be employees at will pursuant to the foregoing applicable employment at will laws or doctrines, subject to any express written agreement to the contrary with such employee. From and except as provided for after the Effective Time, Transocean shall honor, and shall cause Transocean Offshore Deepwater Drilling Inc. (“TODDI”) to honor each severance agreement listed in Section 6.4(c)7.14(a) of the GlobalSantaFe Disclosure Letter and to perform the obligations of GlobalSantaFe thereunder and, (x) Parent prior to the Effective Time, Transocean shall, and shall cause to be maintained through December 31TODDI to, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially enter into a novation agreement in the form as in effect of Exhibit 7.14 with respect thereto, which novation agreement shall become effective immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.

Employee Matters. (a) For a period beginning on From and after the Closing Date and continuing thereafter for twelve months or if shorterEffective Time, the period Company and its Subsidiaries shall, and Parent shall cause the Surviving Company and its Subsidiaries to, honor all Company Benefit Plans, and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time, provided that nothing herein shall be construed as prohibiting the amendment or termination of employment any of the relevant Employee (foregoing in accordance with its terms. From the “Continuation Period”)Effective Time until the one year anniversary of the Effective Time, Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to providebe provided, to each Employee current (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent Time) employee of the Company or any of its SubsidiariesSubsidiaries (collectively, including the Surviving Corporation, following the Closing (the “Continuing Company Employees”), with ) (i) base salary or other base cash compensation that are at least the same asand bonus opportunities that, in the aggregate, the base salary or other base cash compensation are at least equal to those that were provided to such Continuing the Company Employee immediately prior before the Effective Time (provided that Parent shall make no modifications to bonus opportunities with respect to the Company’s fiscal year ended June 30, 2015) and (ii) accrual based-vacation policies that are at least equal to those that were provided to the Company Employee immediately before the Effective Time. From the Effective time until December 31, (ii) short-term annual cash incentive compensation 2015, Parent shall provide, or shall cause to be provided, to each current Company Employee, all other employee health, retirement and welfare benefits and commission opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity and benefits or equity-based compensation) commissions that were provided to such Continuing the Company Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to before the Effective Time. Notwithstanding any other provision of this Agreement to the foregoing contrary, Parent shall, or shall cause the Surviving Company or its Subsidiaries to, provide to each Company Employee whose employment terminates during the period between the Effective Time and except as the one year anniversary of the Effective Time, severance benefits that are no less favorable than the severance benefits provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering under the Employees substantially in the form as Company’s severance arrangements in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described set forth on Section 6.4(a5.5(a) of the Company Disclosure Letter.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve (12) months or if shorter, the period of employment following the Closing Date of the relevant Employee (the “Continuation Period”)Employee, Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) cash incentive compensation opportunities (including short-term annual cash incentive compensation opportunities (other than but excluding equity or equityequity based-based compensation) that are no less favorable in the aggregate than the short-term annual aggregate total cash incentive compensation opportunities provided to the Continuing Employee (other than but excluding equity or equity-based compensationcompensation opportunities) immediately prior to the Effective Time, (iii) severance and any other termination pay and benefits plans, practices and policies that are no less favorable than such plans, practices and policies that were provided applicable to such Continuing Employee immediately prior to the Effective Time and (iiiiv) other employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as that are then provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective TimeSubsidiaries. Notwithstanding the foregoing and except as provided for in subject to the requirements of Section 6.4(c6.4(d), (x) Parent shall cause to be maintained through December 31, 2017 31 of the year in which the Closing Date occurs those 2017 annual (or other short-term) cash incentive award programs covering the Continuing Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.

Employee Matters. (a) For a period beginning on From the Closing Date and continuing thereafter for twelve months or if shorterthrough December 31, the period of employment of the relevant Employee 2021 (the “Benefits Continuation Period”), Parent the Surviving Corporation shall provide, or and Parent shall cause the Surviving Corporation to provide, to the individuals who are employed by the Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with and to the extent they continue as employees of the Surviving Corporation, Parent or any of its Subsidiaries, Parent’s Subsidiaries (including Subsidiaries of the Surviving Corporation, following ) during all or a portion of the Closing Benefits Continuation Period (the “Continuing Affected Employees”), with ) (i) base salary salaries or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) wage rates that are no less favorable than the short-term base salary or wage rate provided to such Affected Employee by the Company and its Subsidiaries immediately prior to the Effective Time; (ii) target cash bonus and other annual cash incentive compensation opportunities that are no less favorable than the target cash bonus and other annual cash incentive compensation opportunities provided to such Affected Employee by the Company and its Subsidiaries immediately prior to the Effective Time; (other iii) to the extent applicable, a target annual equity incentive opportunity that is no less favorable than the target annual equity incentive opportunity that was provided to such Affected Employee by the Company and its Subsidiaries immediately prior to the Effective Time; provided that, for the avoidance of doubt, equity or equity-based compensation) that were benefits will be provided to such Continuing the Affected Employee immediately prior to in the Effective Time form of equity or equity-based benefits under the Parent Stock Plans; and (iiiiv) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those the employee benefits as are (including health and welfare benefits, severance, vacation and paid time-off and charity support) provided to similarly situated employees of Parent or such Affected Employee by the Company and its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as date of this Agreement; provided that, for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations purposes of each of the Surviving Corporation foregoing, defined benefit pension plan benefits, retiree medical benefits and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement retention or change in control payments or awards shall not be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettertaken into account.

Employee Matters. (a) For a period beginning on From the Closing Date and continuing thereafter for twelve months or if shorter, the a period of employment of the relevant Employee no less than 12 months thereafter (the “Continuation Period”), Parent shall provide, or Alignvest shall cause the Surviving Corporation and its Subsidiaries Sagicor Group to provideprovide to each employee of the Sagicor Group as of the Closing Date (each such an employee, each a “Covered Employee”), for so long as such Covered Employee (excluding any Employees represented by labor unions and/or covered continues to be employed during such period by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”)Sagicor Group, with (i) except as otherwise agreed in writing by a Covered Employee pursuant to an Employment Agreement, a base salary or other base cash compensation that are at least the same aswage rate, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equityand long-based compensation) term incentive compensation opportunities, in each case, that are no less favorable than the short-term annual base salary or base wage rate, cash incentive compensation opportunities (other than equity or equityand long-based compensation) that were term incentive compensation opportunities provided to such Continuing Covered Employee immediately prior to the Closing Date and (ii) other compensation and employee benefits that are, in the aggregate, no less favorable than those provided to such Covered Employee immediately prior to the Closing Date. Without limiting the immediately preceding sentence, except as otherwise agreed in writing by a Covered Employee pursuant to an Employment Agreement, Alignvest shall cause the Sagicor Group to provide to each Covered Employee whose employment is terminated during the Continuation Period with severance benefits equal to the severance benefits for which such Covered Employee was eligible immediately prior to the Effective Time under the applicable Sagicor Benefit Plan, determined (A) without taking into account any reduction after the Effective Time in compensation paid to such Covered Employee and (iiiB) employee benefits taking into account each Covered Employee’s service with the Sagicor Group (including, but not limited to, any severance, retention and any other termination pay and benefits planspredecessor entities) and, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation Alignvest and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterAffiliates.

Employee Matters. (a) For Acquiror hereby agrees that, for a period beginning on of at least twelve (12) months following the Closing Date and continuing thereafter for twelve months or Effective Time (or, if shorterearlier, the period date of employment termination of the relevant Employee (the “Continuation Period”applicable Continuing Employee), Parent shall provideit shall, or it shall cause the Surviving Corporation and its Subsidiaries to provideto, (i) provide each Employee (excluding any Employees represented by labor unions and/or covered by employee of the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent Company or any of its SubsidiariesSubsidiaries who continues as of the Effective Time to be employed by Acquiror, including the Surviving CorporationCorporation or any Subsidiary of Acquiror (each, following the Closing (the a “Continuing EmployeesEmployee”), ) with (ix) base salary or other base cash compensation that are at least the same as, in the aggregate, the level of base salary or other base cash compensation hourly wage rate, as the case may be, that were was provided to such Continuing Employee immediately prior to the Effective Time, and (y) if applicable, an annual target cash bonus amount that is no less than the annual target cash bonus amount in effect with respect to such Continuing Employee immediately prior to the Effective Time, and (ii) short-term annual cash incentive compensation opportunities (provide the Continuing Employee with other than equity or equity-based compensation) that are no less favorable than employee benefits substantially comparable, in the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were aggregate, to those provided to such Continuing Employee immediately prior to the Effective Time (excluding equity and equity-based compensation). In addition, for a period of at least twelve (iii12) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to months following the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent Acquiror shall, or shall cause to be maintained through December 31the Surviving Corporation to, 2017 those 2017 annual provide Continuing Employees whose employment is terminated by Acquiror or the Surviving Corporation (or other short-termany of their Subsidiaries or Affiliates) cash incentive award programs covering the Employees substantially with severance benefits in accordance with such employee’s individual employment agreement or severance agreement or, in the form as absence of any such agreement, in accordance with the severance policy of the Company in effect immediately prior to the Effective TimeTime and set forth on Section 6.06(a) of the Disclosure Letter. In addition, and (y) from and after the Effective Time, Parent Acquiror hereby agrees that it shall, and or shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued expressly, absolutely and vested obligations of the Surviving Corporation unconditionally assume and its Subsidiaries as of the Effective Time under the Company Plans. The compensation agree to perform each Executive Retention and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement Severance Agreement, as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described which is listed on Section 6.4(a4.09(a) of the Company Disclosure LetterLetter and in effect immediately prior to the Closing Date.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of commencing with the relevant Employee (the “Continuation Period”)Effective Time and ending December 31, 2007, Parent shall providecause to be provided, or shall cause to each individual who is employed by the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time (other than those individuals covered by collective bargaining agreements) and who continues employment remain employed with Parent the Surviving Corporation or any of its Subsidiaries, including the Surviving Corporation, following the Closing Parent’s Subsidiaries (the each an “Continuing EmployeesAffected Employee”), with (i) base salary or other base cash compensation and bonus opportunity no less than that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Affected Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided and until September 30, 2008, with respect to such Continuing Employee immediately prior Affected Employee, Parent shall use reasonable efforts to maintain such Affected Employee’s aggregate compensation. For the period ending not earlier than twelve (12) months after the Effective Time and (iii) Time, Parent shall cause to be provided, to Affected Employees, in the aggregate, employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate (except as noted below) to those employee benefits as are the benefits, including without limitation severance benefits, provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding Affected Employees under the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect Employee Plans immediately prior to the Effective Time, and after such period, the benefits provided by Parent under the plans and programs generally made available to similarly situated employees of Parent and its Subsidiaries. Notwithstanding the foregoing, for the calendar year in which the Effective Time occurs, Parent shall (x) cause to be paid to each Affected Employee his or her target bonus for such year, and (y) from cause to be made to the Company’s tax-qualified profit sharing plan (or credited to a non-qualified plan to the extent not permitted by the terms of such tax-qualified profit sharing plan or applicable law), on behalf of each Affected Employee who (i) completes a "Year of Service" (as defined in such tax-qualified profit sharing plan) during such calendar year and (ii) is employed on December 15 of such calendar year (or who died, became totally and permanently disabled, or retired after age 65 or is involuntarily terminated without cause during such calendar year) a profit sharing contribution equal to 10% of base salary plus target bonus which is paid during a period in such calendar year when the Affected Employee is an "Active Participant" under such tax-qualified profit sharing plan. Immediately before the Effective Time, Parent shall, and the Company shall cause the Surviving Corporation and its Subsidiaries to, honor tax-qualified profit sharing plan to be amended (in a manner acceptable to Parent) to reflect the accrued and vested obligations of the Surviving Corporation and its Subsidiaries obligation described herein. No provision herein is intended to confer upon any employee rights as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement third-party beneficiary hereunder or to act as amended, extended or terminated from time an amendment to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letterany Employee Plan.

Employee Matters. (a) For a period beginning on of twelve (12) months following the Closing Date, Buyer and its Affiliates shall provide each employee who was an employee of the Company as of the Closing Date with base compensation and bonus opportunity that is at least as favorable as that provided by the Company immediately prior to the Closing Date and continuing thereafter for twelve months or if shorter, benefits that are at least as favorable in the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered aggregate as that provided by the Collective Bargaining Agreements) as of Company immediately prior to the Effective Time who continues employment with Parent or Closing Date. To the extent that any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that such employees are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (terminated for a reason other than equity or equity-based compensation“cause” during such twelve (12) month period, Buyer and its Affiliates shall provide such employees with severance in an amount that are is no less favorable than such employees would have received under the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as severance policy in effect immediately prior to the Effective Time, Closing Date. For eligibility and (y) from vesting purposes under the employee benefit plans of Buyer and its Affiliates providing benefits after the Effective TimeClosing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries each employee who is as of the Effective Time Closing Date an employee of the Company shall be credited with his or her years of service or comparable experience with the Company before the Closing Date, to the same extent as such employee was entitled before the Closing Date, to credit for such service under any similar Plan, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (a) each employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by Buyer and its Affiliates for the benefit of employees (such plans, collectively, the “New Plans”) to the extent coverage under such New Plan replaces coverage under a comparable employee benefit plan in which such employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”), unless such waiting time applied under the Company Old Plans. The compensation ; and (b) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any employee, Buyer shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for Continuing Employees who are such employee and his or her covered dependents (unless such exclusions or requirements applied under the Old Plans), and Buyer shall cause any eligible expenses incurred by a Collective Bargaining Agreement shall such 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 the corresponding New Plan begins to be provided taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettersuch New Plan.

Employee Matters. (a) For a During the one-year period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities Parent will cause the surviving corporation and each RC2 subsidiary to provide to those individuals employed by the surviving corporation or by one or more of RC2’s subsidiaries as of the Effective Time, salary and benefits under employees benefit plans (other than equity or defined benefit pension plans, plans providing for retiree medical benefits, incentive pay plans, plans providing for equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity and plans providing for payments or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employeeupon a change in control) that are substantially comparable no less favorable in the aggregate to those employee than the benefits as are provided to similarly situated such employees under the employee benefit plans of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form RC2 as in effect immediately prior to the Effective Time. Parent agrees that, to the extent any employee benefit plan, program or policy of Parent or a Parent subsidiary is made available to such employees, such employees will receive credit for service with RC2 or its subsidiaries for eligibility, vesting and (y) from and after benefit level purposes to the same extent such service was recognized under analogous plans prior to the Effective Time, ; provided that such crediting of service does not duplicate any benefit or funding of such benefit under any plan and no service will be credited for benefit accrual purposes under any defined benefit pension plan. Parent shall, will also credit co-payments and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations deductibles paid in respect of the Surviving Corporation and its Subsidiaries as of plan year in which the Effective Time occurs, waive any pre-existing condition 34 Table of Contents exclusions which were waived under the Company Plansterms of any employee benefit plan of RC2 immediately prior to the Effective Time and waive any waiting periods (other than waiting periods not satisfied under any RC2 welfare benefit plans prior the Effective Time). The compensation and benefits for Continuing Employees None of the above will apply to any employee who are is covered by a Collective Bargaining Agreement shall collective bargaining agreement, as such employee will be provided in accordance with subject to the applicable Collective Bargaining collective bargaining agreement. Nothing in the Merger Agreement as amended, extended restricts the right of Parent or terminated from time any of its affiliates (including the surviving corporation) to time in accordance with terminate the employment of any employee of RC2 or its terms and applicable Law. The Company and Parent agree to take subsidiaries after the actions described on Section 6.4(a) completion of the Company Disclosure LetterMerger or requires that such employees of RC2 be employed for a period of time following the Effective Time. Employees are not third-party beneficiaries of this provision of the Merger Agreement.

Employee Matters. (a) For a the one-year period beginning on at the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee Yankees Effective Time (the “Benefit Continuation Period”), Parent shall provide, provide or shall cause to be provided to each individual who is employed as of the Surviving Corporation Yankees Effective Time by Yankees and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered and who remains employed by the Collective Bargaining AgreementsYankees Surviving Company and its Subsidiaries (such employees collectively, the “Affected Employees”) as of (i) base salary in an amount no less than the base salary provided to the Affected Employee immediately prior to the Yankees Effective Time, (ii) an annual bonus opportunity that is no less favorable than the annual bonus opportunity provided to the Affected Employee immediately prior to the Yankees Effective Time and (iii) other compensation and employee benefits that are no less favorable in the aggregate than those provided to the Affected Employee immediately prior to the Yankees Effective Time. Without limiting the generality of the foregoing, during the Benefit Continuation Period, Braves shall (x) provide or cause to be provided to each Affected Employee (A) who continues suffers a termination of employment with Parent by the Yankees Surviving Company or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, severance benefits in amounts and on terms and conditions no less favorable in the aggregate, the base salary or other base cash compensation that were provided aggregate to such Continuing Affected Employee immediately prior than such Affected Employee would have received under the severance plans, programs, policies and arrangements applicable to such Affected Employee as of the Effective Time, date hereof and (iiB) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) defined contribution retirement plan benefits that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were defined contribution retirement plan benefits provided to such Continuing Employee immediately prior Affected Employees on the date hereof, (y) maintain (or caused to be maintained) the Effective Time same level of employer matching contributions as in effect on the date of this Agreement under the Company’s 401(k) investment savings plan and (iiiz) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in maintain the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective TimeCompany’s Retirement Accumulation Plan employer contribution levels for existing participants. Notwithstanding the foregoing and except as provided for in foregoing, the provisions of this Section 6.4(c), (x4.12(a) Parent shall cause not apply with respect to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Affected Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered whose employment is governed by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended collective bargaining or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettersimilar agreement.

Employee Matters. (a) For a Parent will cause the Surviving Corporation to honor the obligations of the Company or any of its subsidiaries under the provisions of all employment, consulting, termination, severance, change in control and indemnification agreements between and among the Company or any of its subsidiaries and any current or former officer, director, consultant or employee of the Company or any such subsidiaries. During the period beginning commencing on the Closing Date and continuing thereafter for twelve months or if shorter, ending on the period of employment close of the relevant Employee next fiscal year ending at least two years from the Closing Date (the “Continuation Period”"CONTINUATION PERIOD"), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to providebe provided, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent current or former employees of the Company and any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities subsidiaries (other than equity or equity-based compensationemployees covered by any collective bargaining agreement) ("COMPANY EMPLOYEES") compensation and employee benefits that are no less favorable in the aggregate than the short-term annual cash incentive Applicable Required Benefits, as defined below. "APPLICABLE REQUIRED BENEFITS" shall mean: (i) for Company Employees who are employed by the Company, the compensation opportunities (other than equity or equity-based compensation) and benefits that were are provided to such Continuing Employee Company Employees immediately prior to the Effective Time and (iii) employee benefits (includingClosing Date; provided, but that beginning on such date, not limited tolater than January 1, any severance2003, retention and any other termination pay as Parent shall determine, the "APPLICABLE REQUIRED BENEFITS" shall mean the compensation and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries (determined based on position, compensation level and location) from time to time, if greater (such compensation and benefits in the aggregate, the "PARENT BENEFITS"); (ii) for all other Company Employees who participate in the employee benefit plans of the Company immediately prior to the Effective Time. Notwithstanding Closing Date, either the foregoing compensation and except benefits provided to such Company Employees immediately prior to the Closing Date or, at Parent's option, the Parent Benefits provided to similarly situated employees of Parent; (iii) in the case of those Company Employees who do not participate in the employee benefit plans of the Company as provided for in Section 6.4(c)of the Closing Date but who are scheduled to begin so participating as of April 2002, (xA) Parent shall cause to be maintained through December 31until April 2002, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect compensation and benefits they are being provided immediately prior to the Effective Time, and (y) from and after April 2002, the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who they are covered by a Collective Bargaining Agreement shall scheduled to be provided from and after April 2002, or (B) at Parent's option, the Parent Benefits provided to similarly situated employees of Parent; and (iv) for all other Company Employees, compensation and benefits that are no less favorable in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time aggregate than those provided to time in accordance with its terms and applicable Law. The such Company and Parent agree Employees immediately prior to take the actions described on Section 6.4(a) of the Company Disclosure LetterClosing Date.

Employee Matters. (a) For a period beginning on Purchaser will offer employment to all employees of Sellers at the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) Bank Branch as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, as well as one mortgage originator, who maintains an office at the Bank Branch (iiindividually, an “Employee,” and collectively, the “Employees”) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no on an at will basis. Any Employee who is on a leave of absence with Sellers at the Closing Date shall be offered employment by Purchaser following the Employee’s return from such leave so long as such return is within 6 months of the Closing Date. The base salary for each Employee hired by Purchaser shall not be less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were base salary provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries by Sellers immediately prior to the Effective Time. Notwithstanding For purposes of eligibility, participation, vesting, and benefit accrual under Purchaser’s 401(k) Profit Sharing Plan or any successor plan thereto, Purchaser agrees to give the foregoing Employees that are hired by Purchaser service credit for all periods of employment with Sellers (including their affiliates and except as provided for in Section 6.4(ctheir predecessor entities), (x) Parent shall cause to be maintained through December 31, 2017 that are recognized by Sellers for those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect purposes immediately prior to the Effective TimeClosing Date. With respect to Purchaser’s other employee benefit plans, the Employees will be treated as new hires. For purposes of vacation, sick, short term disability, long term disability and personal day entitlement, Family and Medical Leave Act entitlement, or any other employment policy or practice where length of service is a consideration, Purchaser agrees to give the Employees that are hired by Purchaser service credit for all periods of employment with Sellers (yincluding their affiliates and their predecessor entities) from and after that are recognized by Sellers for those purposes immediately prior to the Effective TimeClosing Date. However, Parent shallin no event will Employees be entitled to unused sick days in excess of ninety (90) days. The Employees who immediately become employees of Purchaser will immediately be eligible to participate in each welfare benefit plan maintained by Purchaser without regard to waiting periods, and shall cause if such Employees are participating in Sellers’ corresponding welfare benefit plans immediately prior to the Surviving Corporation and its Subsidiaries toClosing Date. With respect to Purchaser’s long-term disability plan, honor the accrued and vested obligations Employees who have satisfied all or a portion of the Surviving Corporation and its Subsidiaries as pre-existing condition limitation of the Effective Time long-term disability plan of Sellers (including their affiliates and their predecessor entities) will be given credit toward satisfaction of any pre-existing condition limitation in Purchaser’s long-term disability plan. To the extent that any Employee has paid any out-of-pocket expenses pursuant to any welfare benefit plan co-insurance provision, in each case with respect to the calendar year in which the Closing Date occurs, such amount shall be counted toward satisfaction of any applicable deductible or out-of-pocket expense maximum, respectively, under the Company Planscomparable benefit plans and programs provided to Employee by Purchaser. The compensation and Purchaser shall not be responsible or liable for any benefits accrued under the pension or welfare plans of Sellers. Sellers will be responsible for Continuing all accrued but not paid vacation pay for the Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with through the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterClosing Date.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment commencing at the Effective Time and ending at the end of the relevant Employee calendar year following the calendar year in which the Effective Time occurs (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each NAI-1507512591v13 employee of the Company and its Subsidiaries (each, a “Company Employee”) who continues to be employed by Parent or the Surviving Corporation and its or any of their respective Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to after the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base salary, wage and annual cash compensation bonus opportunity that are at least the same as, no less favorable in the aggregateaggregate than the salary, the base salary or other base wage and annual cash compensation bonus opportunity that were provided to such Continuing Company Employee immediately before the Effective Time (provided that such Company Employee’s salary or wage shall be no less than such Company Employee’s salary or wage immediately prior to the Effective Time), and (ii) shortemployee retirement, welfare and other benefits (excluding any equity based compensation and change of control, retention or other one-term annual cash incentive compensation opportunities (other than equity or equity-based compensationtime awards) that are no less favorable in the aggregate than such employee retirement, welfare and other benefits provided to each such Company Employee immediately before the shortEffective Time. For the Continuation Period, Parent shall provide, or shall cause to be provided, to each eligible Company Employee who suffers a qualifying termination of employment, severance benefits in accordance with Section 6.11(a) of the Company Disclosure Letter (taking into account such Company Employee’s service as required pursuant to Section 6.11(b) below, to the extent applicable). In addition, during the Continuation Period (in calendar year 2020 and, if the Effective Time occurs in calendar year 2020, in calendar year 2021), Parent shall provide, or shall cause to be provided, to each Company Employee who remains employed by Parent or the Surviving Corporation at such time as annual long-term incentive awards are made by Parent to other eligible Company Employees in calendar year 2020 and, if applicable, in calendar year 2021, annual cash incentive compensation opportunities (other than equity cash- or equity-based compensation) long term incentive award opportunities with, in the case of such award opportunities in calendar year 2020 and, if applicable, in calendar year 2021, a value that were is no less favorable than the ordinary course annual equity incentive opportunity provided by the Company to such Continuing Company Employee immediately prior in 2019, with substantially similar other terms as adjusted in a manner consistent with Parent’s long-term incentive programs. Notwithstanding anything contained herein to the Effective Time and (iii) employee benefits (includingcontrary, but not limited to, with respect to any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement collective bargaining agreement or who are based outside of the United States, Parent’s obligations under this ‎Section 6.11 shall be provided in accordance with addition to, and not in contravention of, any obligations under any such applicable collective bargaining agreement or under the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) Laws of the foreign countries and political subdivisions thereof in which such Company Disclosure LetterEmployees are based.

Employee Matters. (ai) From and after the Effective Time, Parent and the Surviving Corporation shall honor all Company Benefit Plans and Company Foreign Plans and compensation arrangements and agreements in accordance with their terms (it being understood that nothing herein shall limit or preclude the amendment or termination of any such Company Benefit Plan or Company Foreign Plan in accordance with its terms). For a period beginning on of one (1) year following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Effective Time, Parent and the Surviving Corporation shall provide, or shall cause to be provided, to each employee of the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues in employment with Parent or any one of its Subsidiaries, including the Surviving Corporation, affiliates following the Closing Effective Time (the each, a “Continuing EmployeesCompany Employee”), with (iA) an annual base salary or other base cash compensation that are wage rate, as applicable, at least equal to the same as, in the aggregate, the annual base salary or other base cash compensation that were wage rate, as applicable, provided to such Continuing Company Employee immediately prior to the Effective Time, (iiB) short-term annual cash incentive compensation opportunities (other than excluding any equity or equity-based compensationlinked incentive opportunities) that are no less favorable in the aggregate than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Company Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (yC) from health, welfare and after retirement benefits (excluding any defined benefit pension benefits (whether or not tax-qualified) in the United States and any excess benefit or supplemental executive retirement benefits) that are no less favorable in the aggregate than the health, welfare and retirement benefits provided to such Company Employee as of immediately prior to the Effective Time. For a period of one (1) year following the Effective Time, Parent shallshall provide, and or shall cause to be provided, to each Company Employee (excluding each Continuing Employee who, as of immediately prior to the Surviving Corporation and Effective Time, is party to an individual agreement or arrangement with the Company or any of its Subsidiaries tothat entitles such Continuing Employee to superior severance payments or benefits, honor including any Change in Control Agreement (as defined in the accrued and vested obligations Company Disclosure Schedule)) whose employment is terminated by Parent or one of the Surviving Corporation and its Subsidiaries (including the Company) in a severance-qualifying termination as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described set forth on Section 6.4(a5.5(c)(i) of the Company Disclosure LetterSchedule during such one (1)-year period, severance payments and benefits that are no less favorable than the applicable severance payments and benefits set forth on Section 5.5(c)(i) of the Company Disclosure Schedule (subject to timely execution of an effective release in a form prescribed by Parent (provided that such form shall not impose non-competition or customer non-solicitation covenants on the applicable Company Employee, or any other material restrictions, that would not have applied under the Company’s standard form of release of claims in effect as of the date hereof for the applicable Company Employee), and taking into account the service crediting provisions of Section 5.5(c)(ii)).

Employee Matters. (a) For a the period beginning commencing at the Effective Time and ending on the earlier of (i) the one year anniversary of the Closing Date Date, and continuing thereafter for twelve months or if shorter, (ii) the period of date on which the employment of an employee of the relevant Employee (Company or the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues his or her employment with Parent Parent, Merger Sub or any of its Subsidiaries, including the Surviving Corporation, Company following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time (each, a “Continuing Employee”) terminates, Parent and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable Merger Sub agree to provide each Continuing EmployeeEmployee with (A) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form base compensation no less than as in effect immediately prior to the Effective TimeClosing Date, (B) target annual cash incentive bonus opportunities no less than those provided to similarly-situated employees of Parent, and (yC) from employee benefits (excluding equity and after long-term incentives, change in control and retention arrangements, defined benefit pension benefits and post-employment welfare benefits) substantially comparable in the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries aggregate to either (as of the Effective Time selected by Parent) (a) those provided under the Company Plans (excluding equity and long-term incentives, change in control and retention arrangements, defined benefit pension benefits and post-employment welfare benefits) immediately prior to the Closing Date or (y) those provided by Parent (with the same exceptions) to its similarly-situated employees. Parent, Merger Sub and any of their Affiliates shall grant each Continuing Employee full credit for all service with the Company prior to the Closing Date for purposes of eligibility, vesting, and determining the level of vacation, paid time off and severance benefits under any benefit or compensation plan, program, policy or agreement made available to Continuing Employees on or after the Closing Date (collectively, the “New Plans. The compensation and ”) to the same extent such service was recognized immediately prior to the Closing Date under the corresponding Company Plan; provided, however, that nothing herein will result in the duplication of any benefits for the same period of service. In addition, Parent, Merger Sub and any of their Affiliates, as applicable, shall: (A) use commercially reasonable efforts to cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that provide welfare benefits in which Continuing Employees who are covered commence participation during the plan year in which the Closing Date occurs to the extent such exclusions, requirements or limitations were waived or satisfied by a Collective Bargaining Agreement Continuing Employee under any Company Employee Plan providing welfare benefits in which the Continuing Employee participated immediately prior to the Closing, and (B) cause any deductible, co-insurance and out-of-pocket expenses paid by any Continuing Employee (or covered dependent thereof) prior to the Closing Date in the plan year in which the Closing Date occurs under a Company Employee Plan that provides health benefits during the plan year in which the Closing Date occurs to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions under any New Plan that provides health benefits for the plan year in which the Closing Date occurs. Nothing contained in this Section 6.15, express or implied (i) shall be provided in accordance with construed to establish, amend, or modify any benefit or compensation plan, program, agreement, contract, policy or arrangement, or limit the applicable Collective Bargaining Agreement ability of Parent or any of its Affiliates (including, following the Closing, the Company) to amend, modify or terminate any benefit or compensation plan, program, agreement, contract, policy or arrangement at any time assumed, established, sponsored or maintained by any of them or (ii) is intended to confer upon any Person (including Continuing Employees, employees, retirees, or dependents or beneficiaries of employees or retirees) any rights as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) a third-party beneficiary of the Company Disclosure Letterthis Agreement.

Employee Matters. Lilly will (a) For or will cause the Surviving Corporation to), for a period beginning on of one year following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee Effective Time (the “Continuation Period”), Parent shall provide, provide to each individual who is employed by DICE or shall cause any DICE Subsidiary immediately prior to the Effective Time and who continues employment with Xxxxx or the Surviving Corporation or any of their respective subsidiaries or affiliates as of immediately following the Effective Time (each, a “Company Employee”) (i) a base salary or wage rate and its Subsidiaries target cash incentive opportunity that are at least as favorable in the aggregate to providethose provided to such Company Employee by DICE or either DICE Subsidiary, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as applicable, as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, and (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (includingexcluding cash incentive opportunities, but not limited toseverance (except as provided in the following sentence), any severance, retention equity and any other termination pay equity based awards and benefits change in control plans, practices programs and policies applicable to each Continuing Employeearrangements) that are substantially comparable in the aggregate to those provided to such Company Employee by DICE or either DICE Subsidiary under DICE’s benefit plans or DICE’s benefit agreements that are disclosed in the Disclosure Letter, as applicable, as of immediately prior to the Effective Time (or, to the extent a Company Employee becomes covered by an employee benefit plan or program of Lilly (or one of its affiliates other than the Surviving Corporation) during such period, substantially comparable to those benefits as are maintained for and provided to similarly situated employees of Parent Lilly (or its Subsidiaries immediately prior to the Effective Timerelevant affiliate)). Notwithstanding the foregoing and except as provided for in Section 6.4(c)foregoing, (x) Parent shall cause to be maintained through December 31during the Continuation Period, 2017 those 2017 annual Xxxxx will (or other short-termwill cause the Surviving Corporation to) cash incentive award programs covering provide any Company Employee who experiences a termination of employment under the Employees substantially circumstances set forth in the form as Disclosure Letter with severance benefits no less favorable than under the DICE policies set forth in effect immediately prior the Disclosure Letter, subject to the Effective TimeCompany Employee’s execution of a general release of claims in favor of DICE, Xxxxx and (y) from and related persons. Following the time in which the Company Employees no longer participate in a benefit plan of DICE after the Effective Time, Parent shallthe Company Employees will be eligible to participate in the corresponding plan of Lilly, and shall cause the Surviving Corporation or their respective affiliates (“Surviving Corporation Plans”) to the same extent as other similarly-situated employees of Lilly and its Subsidiaries toaffiliates. Following the Effective Time, honor the accrued each Company Employee will be immediately eligible to participate, without any waiting time, in any and vested obligations all plans of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.Surviving

Employee Matters. (a) For The Purchaser acknowledges that the employees of the Company and its Subsidiaries immediately prior to the Closing will continue to be employed by the Company or one of its Subsidiaries immediately after the time of the Closing and that the terms of employment for such employees will be the same terms and conditions as are applicable prior to the Closing, except to the extent any such employee becomes a period beginning party to an Employment Agreement on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or Date. The Purchaser shall cause the Surviving Corporation Company and its Subsidiaries to provide, each Employee for a period of twelve (excluding any Employees represented by labor unions and/or covered 12) months after the Closing Date, welfare, retirement and fringe benefits to all Persons employed by the Collective Bargaining Agreements) Company or any Subsidiary (and any of their eligible dependents as of the Closing Date) (collectively, the "Company Employees") substantially similar, in each case, to the benefits provided to the Company Employees under the Benefit Plans immediately before the Closing Date, except to the extent otherwise provided in any Employment Agreement to which any Company Employee becomes a party on the Closing Date. Without limiting the generality of the foregoing, in the event that the employment of any Company Employee is terminated by the Company or any Subsidiary prior to the first anniversary of the Closing Date, such Company Employee shall have the same rights to receive such benefits, including a severance benefit (if one is payable under the circumstances), that are not less than the rights to receive benefits that the Company Employee would have had in connection with such Company Employee's termination of employment under the terms of the Benefit Plans in which such Company Employee participated immediately prior to the Effective Time who continues employment with Parent or any Closing. This Section 6.7(a) is intended to be for the benefit of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided and to such Continuing Employee immediately prior grant third party rights to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity Company Employees whether or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided not parties to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Timethis Agreement, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) each of the Company Disclosure LetterEmployees shall be entitled to enforce the covenants contained herein.

Employee Matters. 6.5.1 Purchaser will lease from Seller all Business Employees set forth on Schedule 6.5.1 for the period (athe “Leasing Period”) For a period beginning commencing on the Closing Date and continuing thereafter for twelve months until the later of (i) sixty (60) days after the Closing Date or if shorter, (ii) the period of employment last day of the relevant Employee month in which such sixty-day period ends (the “Continuation PeriodLeasing End Date”). Purchaser agrees to offer employment to the Business Employees set forth on Schedule 6.5.1 who remain employed by the Business as of the Leasing End Date, on an “at will” basis commencing on the first day following the Leasing End Date, and otherwise subject to Purchaser’s standard conditions for new employment; provided, however, that any such Business Employee listed on Schedule 6.5.1 who is absent from work on the first day following the Leasing End Date, due to injury, disability or approved leave of absence, shall be offered employment hereunder effective upon such Business Employee’s return to active employment, if such Business Employee returns to active employment no later than (i) if on a short-term disability or on an approved leave of absence under the Family and Medical Leave Act of 1993, as amended (“FMLA”) or under the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), Parent the last day on which such Business Employee may return to work under the provisions of the applicable Seller short-term disability plan, FMLA or USERRA, or (ii) for all other approved leaves of absence including workers’ compensation leave, within six (6) months after the Leasing End Date. Business Employees who accept such offers of employment from the Purchaser shall providebecome employees of the Purchaser as of the first day following the Leasing End Date or, for Business Employees who are absent from work on the first day following the Leasing End Date due to, injury, disability or approved leave of absence, as of the date of their return to active employment as described in the previous sentence (the “Transferred Employees”). Following the Leasing End Date, Purchaser shall provide or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee be provided to all Transferred Employees compensation (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”other than equity-based compensation), with (i) base salary or other base cash compensation employee benefits, and terms and conditions of employment that are at least the same assubstantially similar, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form Seller as in effect immediately prior to the Effective TimeClosing Date. Following the Leasing End Date, 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 approval of any insurance carrier, third party provider or the like with reasonable best efforts of Purchaser, each Transferred Employee shall receive service credit for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for employment, compensation, and employee benefit plan purposes with the Seller prior to the Closing. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Transferred Employee or the funding of any such benefit. Purchaser will also cause all (A) pre-existing conditions and proof of insurability provisions, for all conditions that all Transferred Employees and their covered dependents have as of the Closing, and (yB) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived in the case of clause (A) or clause (B) with respect to Transferred Employees to the same extent waived or satisfied under the Seller Plans; provided, however, that nothing in this sentence shall limit the ability of Purchaser from amending or entering into new or different employee benefit plans or arrangements provided such plans or arrangements treat the Transferred Employees in a substantially similar manner as employees of Purchaser are treated. Except as otherwise specifically provided herein, Seller shall retain, and Purchaser shall not assume, any employer or employment related obligations or Liabilities to the Transferred Employees arising before the date they become Transferred Employees. Seller shall retain, and Purchaser shall not assume, all obligations and Liabilities relating to Business Employees who do not accept Purchaser’s offer of employment or who otherwise do not become a Transferred Employee pursuant to the terms of Section 6.5.1. Subject to applicable Laws, on and after the Effective TimeLeasing End Date, Parent shallPurchaser shall have the right to dismiss any or all Transferred Employees at any time, with or without cause, and shall cause to change the Surviving Corporation terms and its Subsidiaries to, honor the accrued and vested obligations conditions of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The their employment (including compensation and employee benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letterthem).

Employee Matters. (a) For a period beginning on Following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Effective Time, Parent shall provide, or shall will and will cause the Surviving Corporation to honor all company employee benefit plans in effect immediately before the Effective Time that by their terms provide a contractual entitlement to any Company employee or service provider that is party to or participates in such arrangements; provided that, except as provided in the terms of such plans or the Merger Agreement, nothing will prevent Parent from amending or terminating any Company employee benefit plan in its discretion following the Effective Time. For a period of one year following the Effective Time, Parent will provide to each individual who is employed by the Company or its subsidiaries immediately prior to the Effective Time and its Subsidiaries to providewho remains employed (collectively, the "Continuing Employees") with base salary (or base wages, as the case may be) and short-term cash incentive compensation opportunities, each Employee (excluding any Employees represented by labor unions and/or covered of which is no less favorable than that provided by the Collective Bargaining Agreements) Company or its subsidiaries as of immediately prior to the Effective Time who continues employment with Time. Until December 31, 2020, Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided will provide to such each Continuing Employee immediately prior to the Effective Timewho remains employed, (ii) short-term annual cash incentive compensation opportunities welfare benefits (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employeeseverance benefits) that are substantially comparable in the aggregate to those employee to, at Parent's election in its sole discretion, the welfare benefits as are provided to similarly situated employees of Parent or its Subsidiaries such Continuing Employees immediately prior to the Effective Time or the welfare benefits provided to similarly Table of Contents situated employees of Parent. Nothing herein will require Parent to continue the employment of any Continuing Employee for any period of time following the Effective Time. Notwithstanding With respect to 2020 bonus payments, in the foregoing event that the closing of the Merger occurs prior to the Company paying annual cash incentives in respect of 2020, the Company will pay to each participant in an annual bonus plan or program of the Company who is terminated by Parent or one of its affiliates without cause following the closing of the Merger but prior to the payment date a bonus in respect of 2020 equal to such participant's target annual bonus, multiplied by a fraction, the numerator of which is the number of days between January 1, 2020 and except as provided for in Section 6.4(c)the date on which the termination occurs (or, (x) Parent shall cause to be maintained through if earlier, December 31, 2017 those 2017 2020), and the denominator of which is 365, subject to such participant's execution of an effective release of claims, payable either, in Parent's discretion, at the same time as all such other annual bonuses or following the effective date of the release of claims. To the extent a bonus payment is already payable to a participant with respect to the same period of time pursuant to any severance agreements, arrangements, policies or otherwise entered into with the Company or Parent, the foregoing bonus payments will not be paid. Prior to the Effective Time, unless otherwise directed by Xxxxxx in writing not less than ten (or other short-term10) cash incentive award programs covering the Employees substantially in the form as in effect immediately business days prior to the Effective Time, to the extent permitted by applicable law and the terms of the applicable plan or arrangement, the Company will cause the Company 401(k) Plan (ythe "Company 401(k) from and Plan") to be terminated effective immediately prior to the consummation of the Merger. The Company will provide Parent with evidence that the Company 401(k) Plan has been terminated not later than the day immediately preceding the Effective Time. Prior to the termination of the Company 401(k) Plan, each participant in the Company 401(k) Plan who has not yet been credited with the full five percent (5%) Company matching contribution for the plan year will be credited with a "true-up" contribution, such that after the making of such contribution, the participant will have received an amount equal to the full matching contribution. Commencing on the 120th day following the Effective Time, Parent shallshall permit the "rollover" of amounts held in Company 401(k) Plan accounts, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time well as any notes evidencing loans under the Company Plans. The compensation and benefits for Continuing Employees who are covered 401(k) Plan, into a tax-qualified 401(k) plan maintained by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterParent.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (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, for the avoidance of doubt, the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining AgreementsSubsidiaries) as of immediately prior to following the Effective Time who continues employment with Parent or any of its Subsidiaries(each, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesEmployee”), with (i) for the period commencing at the Effective Time and ending on September 30, 2018, (A) an annual base salary or other base wage rate that is no less favorable than that provided to each such Continuing Employee immediately prior to the Effective Time, and (B) annual cash compensation bonus and long-term incentive opportunities that are at least the same as, no less favorable in the aggregateaggregate than those provided to similarly situated employees of Parent, and (ii) for the base salary or period commencing at the Effective Time and ending on December 31, 2018, (A) health and welfare benefits (other base cash compensation than severance benefits) that were are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time, (iiB) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) retirement benefits that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to such Continuing Employee immediately prior to the Effective Time Time, and (iiiC) employee severance benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies that are no less favorable than those applicable to each the Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries Employee immediately prior to the Effective Time. Notwithstanding Time under the foregoing and except as provided for Company Plans set forth in Section 6.4(c4.17 of the Company Disclosure Letter and designated thereon as a severance plan, guideline or practice (each, a “Company Severance Plan”). Parent agrees to maintain each Company Severance Plan, without any amendments other than as may be required by applicable Law (implemented in a manner that does not adversely impact the rights or benefits of any Continuing Employee thereunder), (x) Parent shall cause with respect to be maintained through terminations of employment occurring during the period commencing at the Effective Time and ending on December 31, 2017 those 2017 annual 2018, and for purposes of the administration of the Company Severance Plans during such period, Parent agrees that severance payments will be calculated (A) based on base salary or other short-term) cash incentive award programs covering the Employees substantially in the form wage rate, as applicable, in effect immediately prior to the Effective Time, severance qualifying termination of employment (excluding any reduction thereto that serves as the basis for the constructive termination or resignation for good reason) and (yB) from taking into account service with the Company and its Subsidiaries and their respective predecessors prior to the Effective Time in accordance with Section 7.06(b) and service with Parent and its Subsidiaries (including the Company and its Subsidiaries after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter).

Employee Matters. (a) For Prior to Closing, AH LLC will take all actions necessary (i) to cause the Business Employees (or to the extent a period beginning Business Employee’s employment terminates, to use commercially reasonable efforts to recruit and secure the services of a suitable replacement employee reasonably acceptable to the Company (any such replacement being included in the definition of Business Employee)) to become employees of, or leased employees providing services to, the Advisor or the Property Manager, and (ii) as to such Business Employees who are leased employees, to cause the third-party employer of such Business Employees to enter directly into an agreement with the Advisor and the Property Manager, in a form reasonably satisfactory to the Company, to continue to employ the Business Employees on and after the Closing Date for the benefit of the Advisor and continuing thereafter for twelve months or if shorterthe Property Manager under the direction of the Company, the period of employment of Advisor and/or the relevant Employee (Property Manager for such term as the “Continuation Period”)Company shall determine to end no earlier than December 31, Parent shall provide2013, or shall cause the Surviving Corporation and its Subsidiaries to have such third-party employer to continue to provide, each Employee (excluding any Employees represented by labor unions and/or covered by for the Collective Bargaining Agreements) as term of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiariesthird-party employee services agreement, including the Surviving Corporationemployee benefit plans, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation programs and arrangements that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are Plans provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Business Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under date hereof (and that are consistent with the assumptions underlying the Projections) to the extent the Company Plansdeems practicable, taking into account the number of Business Employees. The compensation and benefits third-party employee services agreement referred to in the preceding sentence also shall provide for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time third-party employer to time in accordance with its terms and applicable Law. The Company and Parent agree to take permit the actions described on Section 6.4(a) Business Employees to become common law employees of the Company Disclosure Letteror a Company Affiliate effective as of January 1, 2014 (or such later date that is the day immediately following the last day of the term of the third-party employee services agreement). All costs of recruiting and securing the services of the employees referred to in clause (i) of this paragraph shall be paid by AH LLC for such Business Employees hired or provided before the Closing. Any contributions which the Advisor or the Property Manager is required to make to the Plans for periods ending on or before the Closing shall be made by AH LLC.

Employee Matters. (a) For a period beginning of one (1) year following the Effective Time (but not beyond the date on which the Closing Date and continuing thereafter for twelve months or if shorterapplicable individual’s employment with the Company, the period of employment of the relevant Employee (the “Continuation Period”Surviving Corporation or their respective Subsidiaries terminates), Parent shall provide, or shall cause to be provided, to each current (as of the Surviving Corporation and Effective Time) employee of the Company or its Subsidiaries to provide(collectively, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Company Employees”), with other than Company Employees covered by a collective bargaining agreement (i) base salary or other base hourly wage (as applicable) and target cash compensation bonus opportunities that are at least the same as, substantially similar in the aggregate, the base salary or other base cash compensation aggregate to those that were provided to such Continuing the Company Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to before the Effective Time and (iiiii) employee all other compensation and benefits (includingexcluding equity-based compensation, but not limited to, any severance, retention change in control benefits and any other termination pay and benefits defined benefit pension plans, practices and policies applicable to each Continuing Employee) that are substantially comparable similar in the aggregate to those employee the compensation and benefits as are that were provided to similarly situated employees the Company Employee immediately before the Effective Time (excluding equity-based compensation, change in control benefits and any defined benefit pension plans). Notwithstanding the foregoing, if providing such benefits would result in a violation of Parent applicable law or its Subsidiaries adverse tax consequences, then such benefits will not be required to be provided and will not be taken into account in determining whether post-closing compensation and benefits are substantially similar in the aggregate to compensation and benefits immediately prior to before the Effective Time. Notwithstanding any other provision of this Agreement to the foregoing and except as provided for in Section 6.4(c)contrary, (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and or shall cause the Surviving Corporation and or its Subsidiaries to, honor provide to each Company Employee (other than those who are entitled to severance benefits under a collective bargaining agreement) whose employment terminates involuntarily during the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of one-year period following the Effective Time severance benefits (other than relating to equity awards) equal to (and on the same terms as) the severance benefits provided for under the Company Plans. The compensation Benefit Plans covering such Company Employee that are severance arrangements (disregarding the vesting, settlement, exercisability or other features regarding equity awards), as in effect on the date of this Agreement and (y) during such one-year period following the Effective Time, severance benefits for Continuing Employees who are covered by a Collective Bargaining Agreement offered to each Company Employee shall be provided determined without taking into account any reduction after the Effective Time in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time base salary paid to time in accordance with its terms and applicable Law. The such Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterEmployee.

Employee Matters. (a) For Purchaser hereby covenants and agrees that, for a period beginning on commencing upon the Closing Date and continuing thereafter for twelve months ending one year following the Closing Date (or if shorter, during the period of employment of the relevant Employee (the “Continuation Period”employment), Parent shall providePurchaser shall, or it shall cause the Surviving Corporation Company and its Subsidiaries to provideto, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary provide each employee of the Company as of the Closing Date who is then employed by the Company or other base cash compensation that are its Subsidiaries (each, an “Employee”) with at least the same as, in the aggregate, the level of base salary or other base cash compensation that were was provided to each such Continuing Employee immediately prior to the Effective TimeClosing Date, (ii) short-term annual cash provide each Employee who has been with the Company for at least one year prior to the Closing Date with an incentive compensation opportunities opportunity that is at least equal to that provided to such Employee immediately prior to the Closing Date and (other than equity or equity-based compensationiii) provide the Employees with employee benefits that are no less favorable in the aggregate than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were employee benefits provided to such Continuing Employee Employees immediately prior to the Effective Time and (iii) employee benefits Closing Date. Employees shall receive credit for their service on or prior to the Closing Date with the Company for all purposes (including, for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits, but not limited toexcluding the vesting of awards granted pursuant to the Merger Agreement) under any employee benefit plan, program or arrangement established or maintained by Purchaser, the Company or any severance, retention and any other termination pay and benefits plans, practices and policies applicable of their respective Subsidiaries under which each Employee may be eligible to each Continuing Employee) that are substantially participate on or after the Closing Date to the same extent recognized by the Company under comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries plans immediately prior to the Effective TimeClosing Date. Notwithstanding the foregoing and except as provided Such plan, program or arrangement shall credit each such Employee for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (service accrued or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately deemed accrued on or prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance Closing Date with the applicable Collective Bargaining Agreement as amendedCompany. For the avoidance of doubt, extended no Employee or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) any other current or former employee of the Company Disclosure Lettershall be guaranteed employment hereby or be a third-party beneficiary with respect to this Section 5.8.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment Effective as of the relevant Employee Teton Merger Effective Time and during the one-year period immediately following the Teton Merger Effective Time (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries Company to provide, to each Employee (excluding any Employees represented by labor unions and/or covered by employee of the Collective Bargaining Agreements) as of immediately prior to the Effective Time Company or its Subsidiaries who continues employment with to be employed by Parent or the Surviving Company or any of its Subsidiaries, including the Surviving Corporation, their respective Subsidiaries following the Closing Teton Merger Effective Time (collectively, the “Continuing Company Employees”), with (ia) a total target compensation opportunity (composed of base salary or other base cash compensation that are at least the same asand short- and long-term incentive target opportunity) that, in the aggregate, is no less favorable than that provided immediately before the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Teton Merger Effective Time, provided that a Company Employee’s base compensation shall not be reduced from that in effect immediately before the Teton Merger Effective Time and (iib) short-term annual cash incentive all other compensation opportunities (other than equity or equity-based compensation) and employee benefits that are no less favorable in the aggregate than were provided to the shortCompany Employee immediately before the Teton Merger Effective Time (in each case without regard to sign-term annual cash incentive compensation opportunities (other than equity on bonuses, retention bonuses, or equitytransaction-based compensation) ). In addition, Parent shall provide, or shall cause the Surviving Company to provide, to each Company Employee whose employment is involuntarily terminated by the Company during the Continuation Period, severance benefits no less favorable than the greater of the severance benefits that were would have been provided to such Continuing the Company Employee immediately prior to under the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, Company’s severance arrangements or practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Teton Merger Effective TimeTime or the severance benefits due under the applicable severance plan of Parent (it being understood that this sentence does not limit the obligations of Parent or the Surviving Company to honor the terms of any Company Benefit Plan providing severance benefits as then in effect). In addition, effective as of the Teton Merger Effective Time and (y) from and after during the one-year period immediately following the Teton Merger Effective Time, Parent shall, and or shall cause the Surviving Corporation and its Subsidiaries Company to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance comply with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on of Section 6.4(a6.5(a) of the Company Disclosure LetterSchedule.

Employee Matters. (a) For a period beginning on From the Closing Date and continuing thereafter for twelve months or if shorterEffective Time until April 29, the period of employment of the relevant Employee (the “Continuation Period”)2018, Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, to each Employee (excluding any Employees represented by labor unions and/or covered Company employee who continues to be employed by the Collective Bargaining Agreements) as of immediately prior to Surviving Corporation or its Subsidiaries after the Effective Time who continues employment with Parent or any of its Subsidiaries(each, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesCompany Employee”), with ) (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were is no less favorable than was provided to such Continuing the Company Employee immediately prior to before the Effective Time, Time and (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) incentive opportunities that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to such Continuing employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Employee. In addition, Parent shall provide, or shall cause its Subsidiaries to provide, to each Company Employee immediately prior to (A) from the Effective Time until April 30, 2017, an annual bonus opportunity with bonus targets and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) related performance metrics that are substantially comparable in the aggregate to no less favorable than those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries the Company Employee immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to before the Effective Time, and (yB) from May 1, 2017 until April 29, 2018, an annual bonus opportunity with bonus targets and related performance metrics that are no less favorable than those applicable to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Employee. Further, Parent shall provide, or shall cause its Subsidiaries to provide, to each Company Employee (1) from the Effective Time until April 30, 2017, all other compensation and benefits that, in the aggregate, are no less favorable than those provided to the Company Employee immediately before the Effective Time, and (2) from May 1, 2017 until April 29, 2018, all other compensation and benefits (other than equity-based incentive benefits) that, in the aggregate, are no less favorable than those provided to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Employee. Notwithstanding any other provision of this Agreement to the contrary and subject to Section 5.9 of the Company Disclosure Letter, from the Effective Time until April 29, 2018, Parent shall or shall cause the Surviving Corporation to provide to each Company Employee who is eligible under the CST Brands, Inc. Severance Plan effective as of February 25, 2016 (a copy of which is set forth in Section 5.9 of the Company Disclosure Letter, the “Severance Plan”) as of the Effective Time, severance benefits equal to the greater of (I) the severance benefits to which such Company Employee is then entitled under the Severance Plan as described in Section 5.9 of the Company Disclosure Letter, taking into account all service whether before or after the Effective Time, and (II) the severance benefits provided to employees of Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor who are similarly situated to (including with respect to work location) the accrued and vested obligations applicable Company Employee under the severance arrangements of the Surviving Corporation Parent and its Subsidiaries as Subsidiaries, in each case without duplication of benefits under any other Contract or arrangement applicable to such Company Employee and without taking into account any reduction after the Effective Time under the in base compensation paid to such Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterEmployee.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee two years (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Continuing Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) wage or base salary or other base cash compensation levels that are at least the same as, in the aggregate, the base salary or other base cash compensation that were not less than those provided to such Continuing Employee Employees by the Company or its Subsidiaries immediately prior to the Effective Time, and (ii) short-term target annual cash incentive compensation bonus opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term target annual cash incentive compensation bonus opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to Employees by the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent Company or its Subsidiaries immediately prior to the Effective Time. Notwithstanding For the foregoing and except as provided for in Section 6.4(c)Continuation Period, (x) Parent shall cause to be maintained through December 31provide, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries toto provide, honor each Continuing Employee with employee benefits that are at least as favorable (excluding, for the accrued avoidance of doubt, (x) the value of any equity or other long-term incentive opportunities or (y) any retention or change in control compensation) to those in effect for such Continuing Employee immediately prior to the Closing; provided that during the Continuation Period, Parent and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on keep in effect all severance plans, agreements, practices and policies that are applicable to Employees and set forth in Section 6.4(a6.3(a) of the Company Disclosure Letter, and agree that each Continuing Employee shall, during the Continuation Period, be provided with severance benefits that are no less favorable than the severance benefits provided under such plans, agreements, practices and policies (or such greater benefits as are required after giving effect to the acknowledgment in Section 6.3(d)). Except as set forth in Section 6.3(a) of the Company Disclosure Letter or a CBA, nothing herein shall be deemed to limit the right of Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee to the extent such change is not inconsistent with the provisions of this Section 6.3 or (C) change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the requirements of this Section 6.3. For avoidance of doubt, nothing in this Section 6.3 shall be deemed to obligate Parent to provide non-qualified deferred compensation or defined benefit compensation (other than as required by Law) in the same form as provided prior to the Closing Date so long as the value thereof as in effect prior to the Effective Time is replaced during the Continuation Period in some other manner to the extent provided herein. Notwithstanding the foregoing, the compensation and benefits treatment and terms and conditions of employment provided to all non-union Continuing Employees in Canada shall be at sufficient levels to avoid constructive dismissal.

Employee Matters. (a) For a period beginning on of twelve (12) months following the Closing Date and continuing thereafter for twelve months or Effective Time (or, if shorterearlier, until the period date of employment termination of the relevant Employee Continuing Employee) (the “Continuation Period”), Parent shall provide, provide or shall cause the Surviving Corporation and its Subsidiaries to provide, provide to each individual who is a Company Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who and continues employment with to be employed immediately following the Effective Time by Parent or any of its Subsidiaries, including the Surviving CorporationCorporation or any Subsidiary thereof (each, following the Closing (the a “Continuing EmployeesEmployee”), with (i) base salary or other base and target annual cash compensation incentive opportunities that are at least the same as, in the aggregate, the base salary or other base cash compensation that were each no less favorable than those provided to such Continuing Employee immediately prior to the Effective Time, (ii) shortseverance benefits on a severance-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) qualifying termination of employment that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) those that were would be provided to such Continuing Employee on a severance-qualifying termination of employment under the Employee Plan applicable to such Continuing Employee as in effect immediately prior to the Effective Time Time, in each case as identified on Section 4.17(a) of the Company Disclosure Schedule and (iii) other employee benefits (includingexcluding any equity or equity-based, but not limited tononqualified deferred compensation, any severanceretention, retention incentive, bonus, change in control, transaction, defined benefit and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employeepost-employment welfare benefits) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent such Company Employee by the Company or its Subsidiaries the applicable Subsidiary immediately prior to the Effective TimeTime under the Employee Plans set forth on Section 4.17(a) of the Company Disclosure Schedule. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause use reasonable best efforts to ensure that each Continuing Employee shall be maintained through December 31immediately eligible to participate, 2017 those 2017 annual without any waiting time, in any and all benefit plans of Parent, the Surviving Corporation or their respective Subsidiaries (“Surviving Corporation Plans”) to the same extent coverage under any such Surviving Corporation Plan replaces coverage under the corresponding Employee Plan in which such Continuing Employee participates immediately prior to the Effective Time and to the same extent such waiting time requirements were satisfied under the corresponding Employee Plan. For the avoidance of doubt, any termination or other short-termmodification of the Company’s Executive Severance Plan (whether during the Continuation Period or thereafter) cash incentive award programs covering the Employees substantially in the form must comply with Section 17 of such plan as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letterdate hereof.

Employee Matters. (a) For a period beginning on purposes of vesting, eligibility to participate and accrual and level of benefits under the Closing Date employee benefit plans of Parent and continuing thereafter for twelve months or if shorter, its Subsidiaries providing benefits to any Company Employees after the period of employment of the relevant Employee Effective Time (the “Continuation PeriodNew Plans”), Parent each Company Employee shall provide, be credited for his or shall cause her years of service with the Surviving Corporation Company and its Subsidiaries to provideand their respective predecessors before the Effective Time, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the same extent as such Company Employee was entitled, before the Effective Time who continues employment with Parent Time, to credit for such service under any similar Company employee benefit plan in which such Company Employee participated or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided was eligible to such Continuing Employee participate immediately prior to the Effective Time, provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or to benefit accrual under a defined benefit pension plan. In addition, and without limiting the generality of the foregoing, (iiA) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensationParent shall cause each Company Employee to 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 set forth on Section 3.10(a) that are no less favorable than of the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to Company Disclosure Schedule in which such Continuing Company Employee participated immediately prior to before the Effective Time (such plans, collectively, the “Old Plans”) and (iiiB) for purposes of each New Plan providing medical, dental, pharmaceutical 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 benefits (includingand his or her covered dependents, but unless such conditions would not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially have been waived under the comparable in the aggregate to those employee benefits as are provided to similarly situated employees plans of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect which such employee participated immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause any eligible expenses incurred by such employee and his or her covered dependents during the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations portion of the Surviving Corporation and its Subsidiaries as plan year of the Effective Time Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided applicable plan year as if such amounts had been paid in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Lawsuch New Plan. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.66

Employee Matters. As set forth in the Merger Agreement, Wonder will (a) For or will cause the Surviving Corporation to), for a period beginning on of one year following the Closing Date and continuing thereafter for twelve months Effective Time, or if shorter, the such shorter period of employment of the relevant Employee (the as a Blue Apron employee remains employed,(the “Continuation Period”), Parent shall provideprovide to each employee of Blue Apron or Blue Apron Subsidiary (each, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreementsa “Blue Apron Employee”) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) a base salary or other base cash compensation that are at least the same as, in the aggregate, wage rate no less favorable than the base salary or other base cash compensation that were wage rate provided to such Continuing Employee employee immediately prior to before the Effective Time, (ii) short-term commission opportunities and annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are bonus opportunities, in each case no less favorable than the short-term commissions and annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were bonus opportunities, respectively, provided to such Continuing Employee employee immediately prior to before the Effective Time and (iii) other employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable no less favorable, in the aggregate to those employee aggregate, than the other benefits as are provided to similarly situated employees of Parent or its Subsidiaries such employee immediately prior to before the Effective Time. Notwithstanding For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefits plan sponsored, maintained, contributed to (or required to be contributed to) by Wonder or any of its subsidiaries used by Wonder or any of its subsidiaries to provide benefits to any Blue Apron Employee after the foregoing and except as provided for in Section 6.4(cEffective Time (such plans, “New Plans”), (x) Parent shall cause each Blue Apron Employee will, subject to applicable law and applicable tax qualification requirements, be maintained through December 31, 2017 those 2017 annual (credited with his or other short-term) cash incentive award programs covering her years of service with Blue Apron and the Employees substantially in the form as in effect immediately prior to Blue Apron Subsidiaries and their respective predecessors before the Effective Time, and (y) from and after to the same extent as such Blue Apron Employee was entitled, before the Effective Time, Parent shallto credit for such service by Bule Apron or a Blue Apron Subsidiary; provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits or provide credit under a defined benefit or frozen plan of Wonder and its affiliates. In addition, and shall cause without limiting the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations generality of the Surviving Corporation foregoing, (i) each Blue Apron Employee will be immediately eligible to participate, without any waiting time, in any and its Subsidiaries all New Plans to the extent coverage under such New Plan is of the same type as an existing Blue Apron employee benefit plan (“Company Employee Plans”) in which such Blue Apron Employee participated immediately before the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Blue Apron Employee, Wonder will cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Blue Apron Employee and his or her covered dependents. If any Blue Apron Employee (who is not otherwise a party to an employment agreement, offer letter or similar agreement or arrangement or any amendment or supplement of any of the foregoing, in each case that provides for a different treatment with respect to severance) whose employment is terminated on or prior to the first anniversary of the Effective Time under circumstances under which such Blue Apron Employee would have received severance benefits under Blue Apron’s existing severance guidelines, Wonder will cause the Surviving Corporation to provide that such Blue Apron Employee will be entitled to severance benefits from the Surviving Corporation determined in accordance with the Merger Agreement and Disclosure Letter. Nothing in the foregoing will otherwise prohibit Wonder, Blue Apron or any of their subsidiaries from amending or terminating (in accordance with any applicable terms), or will be construed as creating, amending or terminating any employee benefit plan, Company PlansEmployee Plan, New Plan or any other compensation or benefit plan, program, policy, practice, agreement and arrangement sponsored or maintained by Blue Apron, Wonder or any of their subsidiaries, and nothing in the Merger Agreement will otherwise require Blue Apron, Wonder or any of their respective subsidiaries to create or continue any particular compensation or benefit plan, program, policy, practice, agreement or arrangement after the Effective Time TABLE OF CONTENTS or to employ any particular person on any particular terms. The compensation and benefits for Continuing Employees foregoing provisions do not apply to individuals who are covered by collective bargaining, works council or other collective representation agreements and are solely for the benefit Blue Apron, Wonder and Purchaser, and no current or former employee, officer, director, manager or consultant, or any other individual, will be regarded for any purpose as a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) third party beneficiary of the Company Disclosure Letterforegoing.

Employee Matters. (a) Subject to the provisions of Section 7.3(b), the Parent will, or will cause its Subsidiaries to, continue to employ, commencing as of the Closing Date, each of the employees of the Target and its Subsidiaries who are employed (including those who are on maternity and paternity leave, vacation, sick leave, short-term, military leave, jury duty, death leave, and any other permitted absence from employment) immediately prior to the Closing Date. The employees who continue in such employment with the Parent or its Subsidiaries (including the Surviving Corporation) are herein referred to as “Continuing Employees”. For a the six month period beginning on immediately following the Closing Date and continuing thereafter (except for twelve months or if shorterbonus opportunities, which shall be payable through December 31, 2006), the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provideshall, or shall cause the Surviving Corporation and its Subsidiaries to provideto, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with provide (i) each Continuing Employee with a base wage or base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation and bonus opportunities (other than equity or equity-based compensation) that are no less favorable than in the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided aggregate to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to than those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, Closing Date and (yii) from and the Continuing Employees with Benefit Plans which are in the aggregate no less favorable than those provided to the Continuing Employees immediately prior to the Closing Date under the Target Benefit Plans. On or after the Effective TimeClosing Date, the Parent shall, and shall cause the Surviving Corporation to credit for purposes of eligibility to participate and vesting under all Benefit Plans (other than any equity incentive plans) maintained by the Parent and its Subsidiaries, for the Continuing Employees’ service with the Target and its Subsidiaries to, honor to the accrued and vested obligations of same extent recognized by the Surviving Corporation Target and its Subsidiaries as of the Effective Time under the Company PlansTarget Benefit Plans immediately prior to the Closing Date. The compensation and With respect to each Continuing Employee whose employment is terminated by the Parent within six months following the Closing, the Parent shall provide severance benefits for which are no less favorable in the aggregate than those to which the Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with Employee would have been entitled under the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterSeverance Policies.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve six (6) months or if shorter, the period of employment following the Closing Date of the relevant Employee (the “Continuation Period”)Continuing Employee, Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Continuing Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, as the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) cash incentive compensation opportunities (including short-term annual cash incentive compensation opportunities (other than but excluding long-term cash or equity or equitybased-based compensation) that are no less favorable in the aggregate than the short-term annual aggregate total cash incentive compensation opportunities provided to the Continuing Employee (other than equity but excluding long-term cash or equity-based compensationcompensation opportunities) immediately prior to the Effective Time, (iii) severance and any other termination pay and benefits plans, practices and policies (excluding any defined benefit pension and retiree medical plans, practices and policies) that are no less favorable than such plans, practices and policies that were provided applicable to such Continuing Employee immediately prior to the Effective Time and (iiiiv) other employee benefits (including, but not limited to, excluding any severance, retention defined benefit pension and any other termination pay and benefits retiree medical plans, practices and policies applicable to each Continuing Employeeand excluding long-term cash or equity-based compensation opportunities)) that are substantially comparable no less favorable in the aggregate than such plans, practices and policies (A) that were applicable to those employee benefits as are such Continuing Employee immediately prior to the Effective Time, including employer matching contributions under the Company’s 401(k) plan if such plan continues in effect after the Effective Time or (B) then provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective TimeSubsidiaries. Notwithstanding the foregoing and except as provided for in Section 6.4(c)foregoing, (x) Parent shall, or shall cause to be maintained the Surviving Corporation and its Subsidiaries to, maintain through December 31, 2017 the end of the applicable bonus period during which the Closing Date occurs those 2017 annual (or other short-term) cash incentive award programs covering set forth on Section 6.4(a)(i) of the Employees Company Disclosure Letter substantially in the form as in effect immediately prior to the Effective Time; provided, that, for the avoidance of doubt, Parent shall distribute any amounts due under such plans to eligible participants following the end of the applicable bonus period based on actual performance achieved during the applicable performance period as determined based on methodology reasonably approved by the Compensation Committee of the Matrix Board in accordance with the terms of such plans, and such bonus target amounts have been made available to Parent as provided in Section 3.17(c) (y) from and after the Effective Time, Parent shall, and or shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company PlansPlans (including but not limited to any accrued, unused paid time off of Continuing Employees) and (z) from and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to perform all of Company’s obligations under the Employee Matters Agreement pursuant to the terms thereof, including but not limited to continuing obligations owed to current and former RemainCo Service Providers (as defined therein) set forth on Section 6.4(a)(ii) of the Company Disclosure Letter (the “Assumed RemainCo Service Providers”). The compensation Following the Closing, Parent shall, or shall cause the Surviving Corporation to, take all actions necessary to perform all of the obligations of the Company or any SpinCo Entity, as applicable, under the agreements listed on Section 6.4(a)(iii) of the Company Disclosure Letter. Parent shall provide, or shall cause the Surviving Corporation and benefits for Continuing its Subsidiaries to provide, Employees who are covered by a Collective Bargaining Agreement shall be provided and who continue employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing with compensation and benefits in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.57

Employee Matters. (a) For a period beginning on of twelve (12) months following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee Effective Time (the “Continuation Period”), Parent shall provide, provide or shall cause the Surviving Corporation and its Subsidiaries to provide, provide to each individual who is a Company Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who and continues employment with to be employed immediately following the Effective Time by Parent or the Surviving Corporation or any Subsidiary thereof (each, a “Continuing Employee”), the terms and conditions of its Subsidiaries, including which shall be honored by Parent and the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base for so long as such Company Employee is so employed by the Company or respective Subsidiary, salary or other base cash compensation and incentive opportunities that are at least the same as, in the aggregate, the base salary or other base cash compensation that were each no less favorable (including any value attributable to equity-based compensation) than those provided to such Continuing Employee immediately prior to the Effective Time; provided that (A) cash incentive opportunities for each individual covered under this clause shall be no less than such individual's 2016 cash incentive opportunity and (B) the value attributable to equity-based compensation to any individual covered under this clause shall be based on the value of the actual equity award granted in 2016 by the Company to such individual (unless 2017 opportunities and equity grants have been made, in which case references to “2016” shall be replaced by “2017”), and (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) severance benefits that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to such Continuing Employee immediately (A) as in effect at the date hereof and disclosed to Parent prior to the Effective Time and date hereof or (iiiB) established or amended after the date hereof in compliance with this Agreement. Parent shall also provide or cause the Surviving Corporation to provide each Continuing Employee with employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent such Continuing Employee by the Company or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect applicable Subsidiary immediately prior to the Effective Time, and (y) from and after until the Effective Time, end of each applicable plan year of each applicable Employee Plan under which such benefits accrue; provided that Parent shall, and shall comply with or cause the Surviving Corporation to provide the severance benefits set forth in the preceding sentence for the Continuation Period. In addition, and its Subsidiaries towithout limiting the generality of the foregoing, honor the accrued each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and vested obligations all plans of Parent, the Surviving Corporation and its Subsidiaries as of or their respective affiliates (“Surviving Corporation Plans”) to the extent coverage under any such plan replaces coverage under a comparable Employee Plan in which such Continuing Employee was eligible to participate immediately prior to the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterTime.

Employee Matters. (a) For a The Surviving Corporation shall, during the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment 12-month anniversary of the relevant Employee Effective Time, provide to (x) each non-union represented employee who is employed by the “Continuation Period”), Parent shall provide, Company or shall cause the Surviving Corporation and any of its Subsidiaries to provide(including any such employee who is not actively at work on account of illness, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreementsdisability or leave of absence) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries(each, including the Surviving Corporation, following the Closing (the an “Continuing EmployeesAffected Non-Union Employee”), with (i) a base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term and target bonus opportunity under annual cash incentive compensation opportunities (other than equity or equity-based compensation) plans that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were base salary and target bonus opportunity provided to such Continuing Affected Non-Union Employee by the Company and its Subsidiaries immediately prior to the Effective Time and (iiiy) Affected Non-Union Employees, in the aggregate, employee benefits (includingexcluding equity-based awards, but not limited toexecutive welfare benefits, any severance, retention perquisites and any other termination pay and benefits plans, practices and policies applicable to each Continuing EmployeeQuarterly Discretionary Contribution Payments) that are substantially comparable no less favorable, in the aggregate to aggregate, than those employee benefits as are provided to similarly situated employees of Parent or Affected Non-Union Employees by the Company and its Subsidiaries immediately prior to the Effective Time. Notwithstanding With respect to union-represented employees (together with the foregoing Affected Non-Union Employees, the “Affected Employees”), the Surviving Corporation shall comply with the terms and except conditions of all applicable collective bargaining agreements as provided for in effect as of the Effective Time and disclosed in Section 6.4(c)4.11 of the Company Disclosure Letter. From and after the Effective Time, the Surviving Corporation shall or shall cause one of its Subsidiaries to assume and honor, in accordance with its terms, the Company Benefit Plans disclosed in Section 6.14(a) of the Company Disclosure Letter. Notwithstanding any other provision of this Agreement to the contrary, but subject to any employment agreements existing on the date of this Agreement and disclosed in Section 4.11(a) of the Company Disclosure Letter, (xi) Parent the Surviving Corporation shall provide, or cause to be maintained through December 31provided, 2017 those 2017 annual (or other shortto Affected Non-term) cash incentive award programs covering Union Employees whose employment terminates during the Employees substantially in twenty-four month period following the form Effective Time, severance benefits, if any, at the levels and pursuant to the terms of the Company’s severance program and guidelines as in effect immediately prior to the Effective Time, Time and disclosed in Section 4.11(a) of the Company Disclosure Letter and (yii) from and after during such twenty-four month period following the Effective Time, Parent shallseverance benefits offered to Affected Non-Union Employees shall be determined without taking into account any reduction after the Effective Time in compensation paid to Affected Non-Union Employees. Nothing contained in this Section 6.14 shall (x) be deemed to grant any Affected Employees the right to continued employment after the Effective Time or affect the right of the Company or its Subsidiaries (or, and shall cause following the Effective Time, the Surviving Corporation and its Subsidiaries to, honor Subsidiaries) to terminate the accrued and vested obligations employment of the Surviving Corporation Affected Employees, subject to Applicable Law and its Subsidiaries as the terms and conditions of any applicable collective bargaining agreements and (y) prevent the Effective Time under the amendment or termination of any Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided Benefit Plans in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettertheir respective terms.

Employee Matters. (a) For a The Surviving Corporation shall, during the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment 12-month anniversary of the relevant Employee Effective Time, provide to (x) each non-union represented employee who is employed by the “Continuation Period”), Parent shall provide, Company or shall cause the Surviving Corporation and any of its Subsidiaries to provide(including any such employee who is not actively at work on account of illness, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreementsdisability or leave of absence) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries(each, including the Surviving Corporation, following the Closing (the an “Continuing EmployeesAffected Non-Union Employee”), with (i) a base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term and target bonus opportunity under annual cash incentive compensation opportunities (other than equity or equity-based compensation) plans that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were base salary and target bonus opportunity provided to such Continuing Affected Non-Union Employee by the Company and its Subsidiaries immediately prior to the Effective Time and (iiiy) Affected Non-Union Employees, in the aggregate, employee benefits (includingexcluding equity and equity-based awards, but not limited toexecutive welfare benefits, any severance, retention perquisites and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employeequarterly discretionary contribution payments) that are substantially comparable no less favorable, in the aggregate to aggregate, than those employee benefits as are provided to similarly situated employees of Parent or Affected Non-Union Employees by the Company and its Subsidiaries immediately prior to the Effective Time. Notwithstanding With respect to union-represented employees of the foregoing Company and except each of the Company's Subsidiaries (“Affected Union Employees”), the Surviving Corporation shall comply with the terms and conditions of all applicable collective bargaining agreements as provided for in effect as of the Effective Time. From and after the Effective Time, the Surviving Corporation shall or shall cause one of its Subsidiaries to assume and honor, in accordance with its terms, each Company Benefit Plan disclosed in Section 6.4(c)4.12(a) of the Company Disclosure Letter. Notwithstanding any other provision of this Agreement to the contrary, but subject to any employment agreements existing on the date of this Agreement, (xi) Parent the Surviving Corporation shall provide, or cause to be maintained through December 31provided, 2017 those 2017 annual (or other shortto Affected Non-term) cash incentive award programs covering Union Employees whose employment terminates during the Employees substantially in 12-month period following the form Effective Time, severance benefits, if any, at the levels and pursuant to the terms of the Company’s severance program and guidelines as in effect immediately prior to the Effective Time, Time and disclosed in Section 4.12(a) of the Company Disclosure Letter and (yii) from and after during such 12-month period following the Effective Time, Parent shallseverance benefits offered to Affected Non-Union Employees shall be determined without taking into account any reduction after the Effective Time in compensation paid to Affected Non-Union Employees. Nothing contained in this Section 6.12 shall (x) be deemed to grant any Affected Non-Union Employee or Affected Union Employee (together, and shall cause “Affected Employees”) the right to continued employment after the Effective Time or affect the right of the Company or its Subsidiaries (or, following the Effective Time, the Surviving Corporation and its Subsidiaries to, honor Subsidiaries) to terminate the accrued and vested obligations employment of the Surviving Corporation Affected Employees for any reason, subject to Applicable Law and its Subsidiaries as the terms and conditions of any applicable collective bargaining agreements or (y) prevent the Effective Time under the amendment or termination of any Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided Benefit Plans in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettertheir respective terms.

Employee Matters. (a) For a period beginning In the Merger Agreement, we have agreed with Xxxxxx Xxxx that through the end of 2012, we will cause the surviving corporation to provide individuals employed by Xxxxxx Xxxx on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment date of the relevant Employee Merger Agreement (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements"Current Employees") as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, benefit of certain employee benefit plans identified in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) Merger Agreement at benefit levels that are no less favorable than the short-term annual cash incentive compensation opportunities those in effect on May 2, 2012 and (other than ii) salary and employee benefits (excluding any equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate no less favorable than those benefits currently provided by Xxxxxx Xxxx and its subsidiaries to those employee benefits such employees (in case of benefits, such employees are considered as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Timea group). Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) The Merger Agreement provides that from and after the Effective Time, Parent shallthe surviving corporation shall honor the employee benefit plans that Xxxxxx Xxxx has in effect immediately prior to May 2, and shall cause 2012. Services rendered by Current Employees to Xxxxxx Xxxx prior to the Surviving Corporation Effective Time will be taken into account by the employee benefit plans of Purchaser and its Subsidiaries tosubsidiaries in which such Current Employees participate in the same manner as such services were taken into account by Xxxxxx Xxxx, honor for vesting and eligibility purposes (but not for benefit accrual), under such employee benefit plans. If the accrued and vested obligations Effective Time occurs prior to the payment of bonuses under Xxxxxx Xxxx'x fiscal year 2012 employee bonus plan covering the Surviving Corporation and its Subsidiaries period from July 1, 2011 through June 30, 2012 (the "2012 Bonus Plan"), then effective as of the Effective Time, the surviving corporation shall assume and continue the 2012 Bonus Plan and pay to the Current Employees no later than the earlier of 30 days after the Effective Time under and October 1, 2012, any amounts due but not yet paid thereunder as of the Company PlansEffective Time. Such amounts shall be determined by the Xxxxxx Xxxx Board no later than the earlier of (i) the Acceptance Time and (ii) June 21, 2012, based on the criteria disclosed to DSM in the Xxxxxx Xxxx employee benefit plans as in effect on May 2, 2012 in a manner that is consistent with past practice, based on actual Xxxxxx Xxxx performance results for the period beginning on July 1, 2011 through May 31, 2012 and a good faith determination of forecasted results for the period beginning June 1, 2012 through June 30, 2012; provided, that in all events, such bonus payments shall not exceed $2 million, in the aggregate. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Merger Agreement further provides that the foregoing obligations shall be provided in accordance with not prevent the applicable Collective Bargaining Agreement as amended, extended amendment or terminated from time to time termination of any employee benefit plan in accordance with its terms or if required by applicable law or limit the right of Purchaser, the surviving corporation or any of their subsidiaries to terminate the employment of any Current Employee, and that the applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) provisions of the Company Disclosure LetterMerger Agreement are not intended to create any third-party beneficiary rights in any Current Employee or former employee, service provider, or any such person's alternate payees, dependents or beneficiaries, whether in respect of continued employment or resumed employment, compensation, benefits, terms of employment, or otherwise.

Employee Matters. (a) For a period beginning on No later than ten (10) Business Days prior to the Closing, ABG will make offers of employment to each employee of the Sellers and the Acquired Companies set forth in Section 5.7(a) of the Sellers Disclosure Schedule (each, an “ABG Employee”). From the Closing Date and continuing thereafter for twelve months through December 31, 2019, ABG will provide or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any one of its SubsidiariesAffiliates to provide each ABG Employee who accepts ABG’s offer of employment, including the Surviving Corporation, following the Closing (the “Continuing Employees”)for so long as they remain employed by ABG or one of its Affiliates during such period, with (i) an annual base salary or other base cash compensation wage rate, as applicable, that are at least is no less than the same as, in the aggregate, the annual base salary or other base cash compensation that were wage rate provided to such Continuing the ABG Employee immediately prior to the Effective Time, Closing and (ii) short-term annual cash incentive all other compensation opportunities and employee benefits (other than equity or equity-based compensationexcluding base salaries and wage rates) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or ABG and its Subsidiaries immediately prior to the Effective TimeAffiliates. Notwithstanding the foregoing and except as provided for in Section 6.4(c)In addition, (x) Parent shall cause to be maintained through December 31, 2017 2019, ABG and its Affiliates shall cause each ABG Employee who accepts ABG’s offer of employment that is terminated without cause to receive those 2017 annual (severance benefits set forth in Section 5.7(b) of the Sellers Disclosure Schedules. For the avoidance of doubt, any ABG Employee who does not accept ABG’s offer of employment or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately continued service prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement Closing shall be provided in accordance with the applicable Collective Bargaining considered an “Excluded Employee” for purposes of this Agreement and, except as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described set forth on Section 6.4(a5.7(a) of the Company Sellers Disclosure LetterSchedule, in no event shall Buyers or any Affiliate of either Buyer make any offer of employment or other consulting or similar arrangement to any such Excluded Employee for a period of two (2) years following the Closing Date.

Employee Matters. (a) For a Parent will cause the Surviving Corporation to honor the obligations of the Company or any of its subsidiaries under the provisions of all employment, consulting, termination, severance, change in control and indemnification agreements between and among the Company or any of its subsidiaries and any current or former officer, director, consultant or employee of the Company or any such subsidiaries. During the period beginning commencing on the Closing Date and continuing thereafter for twelve months or if shorter, ending on the period of employment close of the relevant Employee next fiscal year ending at least two years from the Closing Date (the “"Continuation Period”"), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to providebe provided, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent current or former employees of the Company and any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities subsidiaries (other than equity or equity-based compensationemployees covered by any collective bargaining agreement) ("Company Employees") compensation and employee benefits that are no less favorable in the aggregate than the short-term annual cash incentive Applicable Required Benefits, as defined below. "Applicable Required Benefits" shall mean: (i) for Company Employees who are employed by the Company, the compensation opportunities (other than equity or equity-based compensation) and benefits that were are provided to such Continuing Employee Company Employees immediately prior to the Effective Time and (iii) employee benefits (includingClosing Date; provided, but that beginning on such date, not limited tolater than January 1, any severance2003, retention and any other termination pay as Parent shall determine, the "Applicable Required Benefits" shall mean the compensation and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries (determined based on position, compensation level and location) from time to time, if greater (such compensation and benefits in the aggregate, the "Parent Benefits"); (ii) for all other Company Employees who participate in the employee benefit plans of the Company immediately prior to the Effective Time. Notwithstanding Closing Date, either the foregoing compensation and except benefits provided to such Company Employees immediately prior to the Closing Date or, at Parent's option, the Parent Benefits provided to similarly situated employees of Parent; (iii) in the case of those Company Employees who do not participate in the employee benefit plans of the Company as provided for in Section 6.4(c)of the Closing Date but who are scheduled to begin so participating as of April 2002, (xA) Parent shall cause to be maintained through December 31until April 2002, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect compensation and benefits they are being provided immediately prior to the Effective Time, and (y) from and after April 2002, the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who they are covered by a Collective Bargaining Agreement shall scheduled to be provided from and after April 2002, or (B) at Parent's option, the Parent Benefits provided to similarly situated employees of Parent; and (iv) for all other Company Employees, compensation and benefits that are no less favorable in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time aggregate than those provided to time in accordance with its terms and applicable Law. The such Company and Parent agree Employees immediately prior to take the actions described on Section 6.4(a) of the Company Disclosure LetterClosing Date.

Employee Matters. (a) For a During the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment eighteen (18) month anniversary of the relevant Employee (the “Continuation Period”)Effective Time, Parent shall provideshall, or shall cause the Surviving Corporation to, provide each employee who is actively employed by the Company and its Subsidiaries to provideon the Closing Date (each, each Employee (excluding any Employees represented a “Continuing Employee”) while employed by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, Subsidiaries following the Closing (the “Continuing Employees”), with Effective Time with: (i) base salary or other base cash compensation that are at least the same as, in the aggregate, no less favorable than the base salary or other base cash compensation that were provided to such Continuing Employee Employees immediately prior to the Effective Time, ; (ii) short-term annual cash incentive compensation bonus opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation bonus opportunities (other than equity or equity-based compensation) that were provided by Parent to such Continuing Employee immediately prior to the Effective Time similarly situated employees of Parent; and (iii) employee benefits (includingwhich, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those aggregate, are no less favorable than employee benefits as are provided by Parent to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except Parent; provided, however, that until such time as provided for in Section 6.4(c), (x) Parent shall cause Continuing Employees to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially participate in the form as benefit plans of Parent, a Continuing Employee’s continued participation in effect immediately prior the Employee Benefit Plans shall be deemed to satisfy the Effective Time, and foregoing provision of this sentence (y) from it being understood that participation in Parent benefit plans may commence at different times with respect to each Employee Benefit Plan). From and after the Effective Time, Parent shall honor and make the payments provided for, as required by the terms of, all written employment agreements and change in control agreements with employees of the Company or any of its Subsidiaries in effect immediately prior to the Closing Date, subject to any limitations imposed under applicable Law or by any regulatory authority. Without limiting the generality of the foregoing, during the period commencing at the Effective Time and ending on the eighteen (18) month anniversary of the Effective Time, Parent shall, and or shall cause the Surviving Corporation and its Subsidiaries toCompany to provide each Continuing Employee who is not party to an individual employment, honor severance or change of control agreement at the accrued and vested obligations time of the Surviving Corporation and its Subsidiaries as his or her termination of the Effective Time employment whose employment is involuntarily terminated (other than under the Company Plans. The compensation and benefits circumstances that constitute a termination for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance “cause”) with the applicable Collective Bargaining Agreement as amendedseverance payments and/or benefits, extended or terminated from time if any, to time in accordance with its terms and applicable Law. The Company and Parent agree to take which the actions described on Continuing Employee is entitled under Section 6.4(a) 6.6 of the Company Disclosure LetterSchedule. Parent shall take, or shall cause the Surviving Company to take, other actions in accordance with Section 6.6 of the Company Disclosure Schedule.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of commencing with the relevant Employee (the “Continuation Period”)Effective Time and ending December 31, 2007, Parent shall providecause to be provided, or shall cause to each individual who is employed by the Surviving Corporation Company and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time (other than those individuals covered by collective bargaining agreements) and who continues employment remain employed with Parent the Surviving Corporation or any of its Subsidiaries, including the Surviving Corporation, following the Closing Parent’s Subsidiaries (the each an “Continuing EmployeesAffected Employee”), with (i) base salary or other base cash compensation and bonus opportunity no less than that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Affected Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided and until September 30, 2008, with respect to such Continuing Employee immediately prior Affected Employee, Parent shall use reasonable efforts to maintain such Affected Employee’s aggregate compensation. For the period ending not earlier than twelve (12) months after the Effective Time and (iii) Time, Parent shall cause to be provided, to Affected Employees, in the aggregate, employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate (except as noted below) to those employee benefits as are the benefits, including without limitation severance benefits, provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding Affected Employees under the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect Employee Plans immediately prior to the Effective Time, and after such period, the benefits provided by Parent under the plans and programs generally made available to similarly situated employees of Parent and its Subsidiaries. Notwithstanding the foregoing, for the calendar year in which the Effective Time occurs, Parent shall (x) cause to be paid to each Affected Employee his or her target bonus for such year, and (y) from cause to be made to the Company’s tax-qualified profit sharing plan (or credited to a non-qualified plan to the extent not permitted by the terms of such tax-qualified profit sharing plan or applicable law), on behalf of each Affected Employee who (i) completes a “Year of Service” (as defined in such tax-qualified profit sharing plan) during such calendar year and (ii) is employed on December 15 of such calendar year (or who died, became totally and permanently disabled, or retired after age 65 or is involuntarily terminated without cause during such calendar year) a profit sharing contribution equal to 10% of base salary plus target bonus which is paid during a period in such calendar year when the Affected Employee is an “Active Participant” under such tax-qualified profit sharing plan. Immediately before the Effective Time, Parent shall, and the Company shall cause the Surviving Corporation and its Subsidiaries to, honor tax-qualified profit sharing plan to be amended (in a manner acceptable to Parent) to reflect the accrued and vested obligations of the Surviving Corporation and its Subsidiaries obligation described herein. No provision herein is intended to confer upon any employee rights as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement third-party beneficiary hereunder or to act as amended, extended or terminated from time an amendment to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letterany Employee Plan.

Employee Matters. (a) For a the one (1) year period beginning on immediately following the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”)Date, Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding employee of the Company or any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) of its Subsidiaries as of immediately prior the Closing, to the Effective Time who continues employment extent that each such employee remains employed with Parent or any of its Subsidiaries, Affiliates (including the Surviving Corporation, Company) as of and following the Closing (the any such employee, a “Continuing EmployeesEmployee”), with ) with: (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the annual base salary or wage rate as in effect immediately prior to the Closing Date, (ii) at least the same cash bonus or other base short-term cash compensation that were incentive opportunities (excluding any equity-based incentive opportunities) provided to such Continuing Employee immediately prior to by the Effective TimeCompany in respect of the fiscal year in which the Closing Date occurs, (iiiii) shortequity-term annual cash based incentive compensation opportunities on terms no less favorable than those that Parent provides to similarly situated employees of Parent, and (other than equity or equity-based compensationiv) employee benefits that are no less favorable in the aggregate than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those employee benefits provided to such Continuing Employee by the Company immediately prior to the Effective Time and (iii) employee benefits (includingClosing Date until December 31, but not limited to2017 and, any severancefor the remainder, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those same employee benefits as are provided to similarly situated employees of Parent. Without limiting the immediately preceding sentence, Parent shall provide, or shall cause its Subsidiaries to provide, each Continuing Employee whose employment is terminated by Parent or its Subsidiaries without cause during the one (1) year period immediately prior to following the Effective Time. Notwithstanding Closing Date with severance benefits on the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company conditions and Parent agree to take at the actions described levels set forth on Section 6.4(a6.7(a) of the Company Disclosure Letter, determined (A) without taking into account any reduction after the Closing in compensation paid to such Continuing Employee and (B) by taking into account each Continuing Employee’s service with the Company and its Subsidiaries (and any predecessor entities) and, after the Closing, Parent and its Subsidiaries.

Employee Matters. (a) For a period beginning on Following the Closing Date Effective Time and continuing thereafter for twelve months or if shorteruntil December 31, the period of employment of the relevant Employee 2019 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered the individuals who are employed by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent Company or any of its Subsidiaries, including Subsidiaries immediately before the Surviving Corporation, following the Closing Effective Time and not covered by any collective bargaining agreement (the “Continuing Company Non-Union Employees”), ) with (i) annual base salary or other compensation no less than the annual base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee Company Non-Union Employees immediately prior to the Effective Time, (ii) short-term annual target cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual target cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee Company Non-Union Employees immediately prior to the Effective Time, subject to the satisfaction of performance criteria determined by Parent (consistent with the form and terms and conditions (including performance criteria) of such awards provided to other similarly situated employees of Parent) and other terms and conditions of Parent’s annual incentive program, (iii) long-term target incentive award opportunities that are no less than the long-term target incentive award opportunities provided to such Company Non-Union Employees immediately prior to the Effective Time (such long-term incentive awards to be provided in such a form, and subject to such performance and vesting criteria and other terms and conditions, as Parent shall determine, consistent with the form and terms and conditions (including performance criteria) of such awards provided to other similarly situated employees of Parent), (iv) employment within a 50-mile radius from each such Company Non-Union Employee’s location of employment immediately prior to the Effective Time and duties and responsibilities similar to what such Company Non-Union Employee had immediately prior to the Effective Time, (iiiv) severance benefits that are no less favorable than those set forth in Section 5.06(a) of the Company Disclosure Letter and (vi) other employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those the employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries such Company Non-Union Employees immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Further Parent shall cause to be maintained through December 31provide, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and to provide, the individuals who are employed by the Company or any of its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of immediately before the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided collective bargaining agreement with (A) compensation and benefits and other terms and conditions of employment in accordance with the applicable Collective Bargaining Agreement terms of such collective bargaining agreement or any subsequently adopted collective bargaining agreement, as amended, extended or terminated in effect from time to time time, and (B) severance benefits that are no less favorable than those set forth in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a5.06(a) of the Company Disclosure Letter.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorterParent agrees that, during the period of employment of commencing at the relevant Employee (the “Continuation Period”)Effective Time and ending on December 31, 2016, Parent shall provide, or shall cause to be provided, with respect to the Surviving Corporation employees of the Company and its the Company Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) who are employed as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries(each, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesCompany Employee”), with other than any Company Employee covered by a collective bargaining (ior similar) agreement, (A) base salary or other base and annual cash compensation that bonus opportunities which are at least the same as, in the aggregate, no less favorable than the base salary or other base and annual cash compensation that were bonus opportunities provided to such Continuing Employee by the Company and its Subsidiaries immediately prior to the Effective TimeTime to each such Company Employee, (iiB) short-term annual cash incentive compensation opportunities pension and welfare benefits (other than equity or equity-based compensationexcluding benefits under any defined benefit pension plan) that are no less favorable in the aggregate to those provided by the Company and the Company Subsidiaries immediately prior to the Effective Time to the Company Employees and (C) severance benefits that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were severance benefits provided to such Continuing Employee immediately prior to by the Effective Time Company and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Company Subsidiaries immediately prior to the Effective Time; provided, however, that nothing in this Agreement shall prohibit the Surviving Corporation from terminating the employment of any Company Employee. Notwithstanding (b) For purposes of vesting, level of benefits, vacation and sick time credit and eligibility to participate (but, for the foregoing avoidance of doubt, not for benefit accrual purposes) under the 54 employee benefit plans, programs and except as provided for in Section 6.4(cpolicies of Parent and its Subsidiaries providing benefits to any Company Employee after the Effective Time (including the Company Benefit Plans) (the “New Plans”), (x) Parent each Company Employee shall cause be credited with his or her years of service with the Company and the Company Subsidiaries and their respective predecessors before the Effective Time, to be maintained through December 31the same extent as such Company Employee was entitled, 2017 those 2017 annual (before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Company Employee participated or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply 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, Parent shall use commercially reasonable efforts to cause (i) each Company Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Company Benefit Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (yii) from for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, any evidence of insurability requirements, all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plan. Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by any Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year. The provisions of this Section 8.7(b) shall not apply to any Company Employee covered by a collective bargaining (or similar) agreement. (c) Immediately following the Closing, Parent shall pay, or shall cause one of its Subsidiaries to pay, Company Employees a pro-rata bonus under the annual incentive plans listed in Section 5.16(a) of the Company Disclosure Letter for the fiscal year in which the Effective Time occurs based on the accrual rate based on actual performance through the date of this Agreement (which is 125% of the target) with the bonus amounts to be the pro-rated portion of a full annual bonus based on the number of days that have elapsed in such fiscal year as of the Effective Time; provided that the amount of such pro rata bonus actually paid shall be offset against any other pro rata bonus to which the Company Employee may become entitled for the year in which the Closing occurs under any Company Benefit Plan. (d) Parent hereby acknowledges that a “change in control” or “change of control” within the meaning of the Company Benefit Plans will occur upon the Effective Time. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries assume in accordance with their terms as of in effect immediately before the Effective Time under the each Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described Benefit Plan set forth on Section 6.4(a8.7(d) of the Company Disclosure Letter.. 55 (e) Parent and the Company agree to take the actions set forth on Section 8.7(e) of the Company Disclosure Letter. (f) No later than three (3) Business Days prior to its distribution, the Company shall provide Parent with a copy of any material written or broad based oral communication intended to be made to the Company Employees regarding the compensation, benefits or other treatment they will receive in connection with the transactions contemplated by this Agreement, and will provide Parent with a reasonable opportunity to review and comment on such communication. (g) Nothing in this Agreement (i) is intended to create any third-party beneficiary rights in any employee of the Company or any of the Company Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Company Employee by Parent or the Company or under any benefit plan which Parent or the Company may maintain, (ii) shall be treated as an amendment to any Company Benefit Plan, (iii) shall, subject to compliance with the other provisions of this Section 8.7, obligate Parent to maintain any particular benefit plan or arrangement or (iv) shall prevent Parent or the Surviving Corporation from amending or terminating any benefit plan or arrangement. Section 8.8

Employee Matters. (a) For a period beginning on From the Closing Effective Time until the first anniversary of the Effective Date and continuing thereafter for twelve months (or until the applicable Continuing Employee’s employment is terminated, if shorterearlier), the period of employment of the relevant Employee (the “Continuation Period”), Parent Purchaser shall provide, provide or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with provide (i) base salary to individuals who are employees of the Company or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee any Company Subsidiary immediately prior to the Effective Time and (iii) employee benefits who continue employment with the Purchaser or any Subsidiary of the Purchaser following the Effective Time (including, but upon their return to active employment, employees who are not limited toactively at work on account of illness, any severancedisability, retention and any other termination pay and benefits plansworkers’ compensation or leave of absence) (each, practices and policies applicable to each a “Continuing Employee”), annual base salary and AIP Opportunity (as defined below) that in each case that are no less favorable in the aggregate than the annual base salary and AIP Opportunity that in each case provided to such Continuing Employees immediately prior to the Effective Time; provided, that, for the avoidance of doubt, (x) the Purchaser shall not be required to issue equity or equity-based compensation and may instead provide Continuing Employees with substitute cash-based long-term incentive compensation opportunities and (y) a portion of the AIP Opportunity equal to or less than the portion of the AIP Opportunity settled in equity or equity-based awards with respect to the Company’s fiscal year 2023 annual incentive plan may be granted on terms and conditions (including vesting and forfeiture terms) that are substantially comparable similar to such equity or equity-based awards issued with respect to the Company’s fiscal year 2023 annual incentive plan, and (ii) to the Continuing Employees employee benefits (including benefits provided under the Employee Benefit Plans, severance benefits and vacation entitlement but excluding any Special Compensation) that are substantially comparable, in the aggregate aggregate, to those the employee benefits as are (including benefits provided under the Employee Benefit Plans, severance benefits and vacation entitlement but excluding any Special Compensation) provided to similarly situated employees of Parent or its Subsidiaries the Continuing Employees, collectively, immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in For purposes of this Section 6.4(c)4.8, (xA) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letter.“

Employee Matters. (a) For a During the period beginning on commencing at the Closing Date Effective Time and continuing thereafter for twelve (12) months or if shorter, following the period of employment of the relevant Employee Effective Time (the “Continuation Period”), Parent shall provideshall, or and shall cause the Surviving Corporation and its Subsidiaries to provideto, each Employee (excluding any Employees represented by labor unions and/or covered provide the individuals who are employed by the Collective Bargaining Agreements) as of Company or a Company Subsidiary immediately prior to the Effective Time and who continues employment with remain employed thereafter by the Surviving Corporation, Parent or any of its Subsidiariestheir Subsidiaries (each, including the Surviving Corporation, following the Closing (the a “Continuing EmployeesCompany Employee”), ) with (i) a base salary or other base cash compensation wage rate that are at least the same as, in the aggregate, the base salary or other base cash compensation is no less favorable than that were provided to such Continuing the Company Employee immediately prior to the Effective Time, (ii) short-term target annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term to those target annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing the Company Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, (iii) solely for Key Personnel, target equity-based incentive compensation opportunities that are no less in dollar amount than those target equity-based incentive compensation opportunities provided to the Key Personnel immediately prior to the Effective Time (excluding, for the avoidance of doubt, any retention grants); provided, that the Company and Parent acknowledge and agree that any equity-based incentive awards provided to the Company Employees following the Effective Time may (A) vest in accordance with terms and conditions or subject to performance criteria that differ from such terms and conditions or performance criteria that applied to awards held by Company Employees prior to the Closing Date and (yB) from be payable solely in cash, and after (iv) employee benefits that are substantially comparable, in the aggregate, to those provided to the Company Employees immediately prior to the Effective Time; provided, that Parent shall, and shall cause the Surviving Corporation to (A) continue to maintain the Retirement Plan for Salaried Employees, as in effect on the date hereof (the “Retirement Plan”), without modification, through December 31, 2024, in accordance with those communications previously issued to the Company Employees regarding the same, and (B) maintain those certain Company Benefit Plans, as they exist as of the date of this Agreement, for those Company Employees who are currently eligible to participate in such Company Benefit Plans, as are listed in Section 6.09(a)(i) of the Company Disclosure Schedule. During the Continuation Period, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations provide each Company Employee who experiences a termination of employment with the Surviving Corporation and its Corporation, Parent or any of their Subsidiaries as of the Effective Time under the Company Plans. The compensation and severance benefits for Continuing Employees who that are covered by a Collective Bargaining Agreement shall be provided no less favorable than those set forth in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a6.09(a)(ii) of the Company Disclosure LetterSchedule.

Employee Matters. (a) For a During the period beginning on commencing at the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment ending on 12-month anniversary of the relevant Employee (the “Continuation Period”)Closing Date, Parent shall provideshall, or shall cause the Surviving Corporation and its Subsidiaries to provide, provide each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of employee who remains employed immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following after the Closing (the “Continuing Company Employees”), with ) with: (i) base salary or other base cash compensation that hourly wages which are at least the same as, in the aggregate, no less than the base salary or other base cash compensation that were hourly wages provided to such Continuing Employee by the Company immediately prior to the Effective Time, Closing; (ii) short-term annual cash incentive compensation target bonus opportunities (excluding equity-based compensation, deferred compensation, change in control, severance and retention arrangements), if any, which are no less than the target bonus opportunities provided by the Company for tax year 2020; (iii) other than employee benefits, including defined contribution retirement benefits and welfare benefits (but excluding any equity or equity-based compensation, defined benefit plan benefits, retiree medical or life benefits, deferred compensation, change in control, severance and retention benefits) that are no less favorable in the aggregate than those benefits provided by the Company immediately prior to the Closing, and (iv) coverage under vacation and sick leave policies that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to vacation and sick leave policies in effect for such Continuing Employee Company Employees immediately prior to the Effective Time Closing. Parent will indemnify the Company Securityholder Indemnified Parties from and against any Losses that may be incurred by them under the WARN Act arising on or after the Closing as a result of any action or omission of the Surviving Corporation occurring on or after the Closing. For purposes of participation of the Continuing Company Employees in a benefit plan of Parent or its Affiliates (including the Surviving Corporation) (a “Parent Benefit Plan”), each Continuing Company Employee shall be credited with all years of service for which such Continuing Company Employee was credited before the Closing Date under any analogous Employee Benefit Plans. In addition, and without limiting the generality of the foregoing: (i) each Continuing Company Employee shall be immediately eligible to participate, without any waiting time, in any and all Parent Benefit Plans; (ii) for purposes of each Parent Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such Parent Benefit Plan to be waived for such Continuing Company Employee; and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause any eligible expenses incurred by such Continuing Company Employee and his or her covered dependents under an Employee Benefit Plan which is a welfare plan during the portion of the plan year of the Employee Benefit Plan ending on the date such Continuing Company Employee’s participation in the corresponding Parent Benefit Plan begins to be maintained through December 31taken into account under such Parent Benefit Plan for purposes of satisfying all deductible, 2017 those 2017 annual (coinsurance and maximum out-of-pocket requirements applicable to such Continuing Company Employee and his or other short-term) cash incentive award programs covering the Employees substantially her covered dependents for such year as if such amounts had been paid in the form as in effect immediately prior to the Effective Time, accordance with such Parent Benefit Plan. Parent and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance solely responsible for complying with the applicable Collective Bargaining Agreement requirements of Part 6 of Subtitle B of Title I of ERISA and Code § 4980B for any individual who is an “M&A qualified beneficiary” as amended, extended or terminated from time to time defined in accordance with its terms and applicable LawQ&A-4 of Treas. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure LetterReg. §54.4980B-9.

Employee Matters. (a) For a period beginning on Buyer has issued, or has caused its Affiliate to issue, written offers of employment to all Employees. All employment offers issued by Buyer or its Affiliate under this Section 7.9 shall be effective from and after the Closing Execution Date and continuing thereafter shall provide for twelve months the same regular salary or if shorterhourly rate, as applicable, as each Employee had with Cardinal III immediately before the period Execution Date for at least one (1) year following the Execution Date, plus equivalent other terms and conditions of employment of the relevant Employee (the “Continuation Period”including without limitation position, title, duties, responsibilities, insurance and other employee benefits, bonus, incentive opportunity (excluding equity-based compensation), Parent shall providevacation, sick, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreementsother paid leave) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same assubstantially comparable, in the aggregate, to the base salary terms and conditions of employment that Buyer or other base cash compensation its Affiliates provide to similarly situated employees. Prior to the Execution Date and in accordance with the terms and provisions of the Option Agreement, Buyer has previously notified Seller in writing as to the identities of such Employees who have accepted Buyer’s offers of employment (the “Hired Employees”). Seller has caused Cardinal III to accept the resignation or terminate the employment of the Hired Employees effective as of the date immediately before the Execution Date. On and after the Execution Date, Buyer shall cause each Hired Employee to receive full credit for such Employee’s service with Cardinal III and any predecessor for purposes of eligibility, benefit level and accrual (but not for purposes of benefit accruals under qualified or non-qualified defined benefit pension plans), and vesting under any benefit plans made available to employees of Buyer or any Affiliate of Buyer that were provided employs the Hired Employees in which a Hired Employee participates to such Continuing Employee the same extent recognized by Cardinal III immediately prior to the Effective TimeExecution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service. On and after the Execution Date, Buyer shall or shall cause any Affiliate that employs the Hired Employees to make reasonable efforts to (iia) short-term annual cash incentive compensation opportunities waive any preexisting condition limitations otherwise applicable to Hired Employees and their eligible dependents under any plan of Buyer or its Affiliate that provides health benefits in which Hired Employees may be eligible to participate on and after the Closing and (other than equity b) waive any waiting period limitation or equity-based compensation) evidence of insurability requirement that are no less favorable than would otherwise be applicable to a Hired Employee and his or her eligible dependents on or after the short-term annual cash incentive compensation opportunities (other than equity Execution Date, in each case to the extent such Hired Employee or equity-based compensation) that were provided to such Continuing Employee eligible dependent had satisfied any similar limitation or requirement under an analogous employee plan of Cardinal III or Insperity immediately prior to the Effective Time Execution Date; provided, however, that with respect to any insured plan the obligations of Buyer or its Affiliate hereunder shall be limited to (i) requesting in good faith that the applicable insurer implement such actions, and (iiiii) employee benefits incurring any reasonable administrative costs related thereto, if necessary. The provisions of this Section 7.9 are intended to benefit the Parties and nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any other Person (including, but not limited tofor the avoidance of doubt, any severanceEmployees) other than the Parties and their respective permitted successors and assigns, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent legal or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (equitable or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations rights or remedies under or by reason of the Surviving Corporation and its Subsidiaries as any provision of the Effective Time under the Company Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Letterthis Agreement.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of employment Effective as of the relevant Employee Effective Time and until the first anniversary of the Effective Time (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries Company to provide, each Employee to employees of the Company or its Subsidiaries who continue to be employed by Parent or the Surviving Company or any of their respective Subsidiaries following the Effective Time (excluding the “Company Employees”), other than any Company Employees represented by labor unions and/or who are covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) an annual base salary or other base cash wage rate and target incentive compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, opportunities (ii) short-term annual including cash incentive compensation opportunities (other than equity or but excluding equity-based compensationincentive compensation opportunities) that that, in each case, are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were those provided to each such Continuing Company Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (yii) from and after employee benefits that are no less favorable in the aggregate than the employee benefits provided to each such Company Employee immediately prior to the Effective Time; provided, that with respect to each Company Employee who is covered by a Collective Bargaining Agreement, Parent shall, or shall cause the Surviving Company to, comply with the terms and conditions of the Collective Bargaining Agreements as in effect from time to time; provided, further, that in respect of any Company Employee who is based outside of the United States, Parent shall, or shall cause the Surviving Company to take any other additional actions as required by applicable Law. Notwithstanding anything contained herein to the contrary, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation to provide, each Company Employee with severance payments and its Subsidiaries to, honor benefits that are no less favorable than the accrued and vested obligations of severance payments or benefits that such Company Employee would have received under the Surviving Corporation and its Subsidiaries as of Company severance plan applicable to such Company Employee immediately prior to the Effective Time (provided, however, that if any such Company Employee is entitled to severance benefits under an individual severance, employment, or similar agreement, the Company Plans. The compensation terms of such agreement and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement not this Section 5.5(a) shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) of the Company Disclosure Lettergovern).

Employee Matters. (a) For a period beginning on Citizens and its Subsidiaries shall employ as of the Closing Date and continuing thereafter for twelve months those employees who are employed by Republic or if shorterits Subsidiaries as of the Effective Time (collectively, the "COVERED EMPLOYEES"). For the period of employment of commencing at the relevant Employee (Effective Time and ending on December 31, 2006, the “Continuation Period”), Parent shall provideSurviving Corporation shall, or shall cause the Surviving Corporation and its applicable Subsidiaries to provideto, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior provide to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) Covered Employees employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those the employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to such Covered Employees under the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form Republic Benefit Plans as in effect immediately prior to the Effective Time, and (y) from and after ; PROVIDED that severance benefits will be provided to such Covered Employees under the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries new severance plan to be implemented as of the Effective Time under in connection with the Company transactions contemplated by this Agreement. It is the intention of Citizens, to the extent permitted by applicable law, to develop new benefit plans (or amend existing benefit plans of Citizens and/or Republic) (the "New Benefit Plans"), as soon as reasonably practicable after the Effective Time. The compensation Once established, on a going forward basis, such new benefit plans shall (i) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and benefits for Continuing abilities and (ii) not discriminate between the Surviving Corporation Employees who are were covered by Republic benefit plans, on the one hand, and those covered by Citizens benefit plans on the other, at the Effective Time. In order to avoid a Collective Bargaining Agreement lapse in participation, prior to the time that any such New Benefit Plans are established, Covered Employees shall be provided either continue to participate in accordance with the applicable Collective Bargaining Agreement as amended, extended Republic Benefit Plans or terminated from time to time shall participate in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 6.4(a) one or more of the Company Disclosure LetterCitizens Benefit Plans, it being understood that the Covered Employees may commence participating in the New Benefit Plans on different dates following the Closing Date.

Employee Matters. (a) For a period beginning on the Closing Date and continuing thereafter for twelve (12) months or if shorter, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by employees of the Collective Bargaining Agreements) Company and its Subsidiaries as of immediately prior to the Effective Time who continues continue employment with Parent or any of its Subsidiaries, including the Surviving Corporation, immediately following the Closing (the “Continuing Employees”), ) with (i) base salary or other base cash compensation that are is at least the same as, in the aggregate, the base salary or other base cash compensation that were was provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual target cash incentive compensation opportunities (other than including short-term annual cash incentive compensation but excluding equity or equity-based compensation) that are no less favorable in the aggregate than the aggregate total short-term annual cash incentive compensation opportunities provided to the Continuing Employee immediately prior to the Effective Time, (iii) severance and any other termination pay and benefits plans, practices and policies that are no less favorable than equity or equity-based compensation) such plans, practices and policies that were provided applicable to such Continuing Employee immediately prior to the Effective Time and (iiiiv) other employee benefits (includingother than any defined benefit pension, but not limited toretiree welfare, any severanceshort-term and long-term bonus and short-term and long-term incentive opportunities, retention change in control and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employeeequity or equity-based compensation) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent (other than any defined benefit pension, retiree welfare, short-term and long-term bonus and short-term and long-term incentive opportunities, change in control and equity or its Subsidiaries equity-based compensation) in effect for such Continuing Employees immediately prior to the Effective Time. Notwithstanding the foregoing The terms and except as provided conditions of employment for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans. The compensation and benefits for any Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with governed by the applicable Collective Bargaining Agreement as amendedsubject to the expiration, extended modification or terminated from time to time termination of such Collective Bargaining Agreement in accordance with its terms and or applicable Law. The Nothing herein shall be deemed to limit the right of Parent or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time for any or no reason, (B) change or modify the terms or conditions of employment for any Continuing Employee to the extent such change is not inconsistent with the provisions of this Section 6.3 or (C) adopt, terminate, change or modify any Company and Parent agree to take Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the actions described on requirements of this Section 6.4(a) of the Company Disclosure Letter6.3.

Employee Matters. (a) For a During the period beginning commencing at the Effective Time and ending on the Closing Date and continuing thereafter for twelve months or if shorterfirst anniversary thereof, the period of employment of the relevant Employee (the “Continuation Period”), Parent shall provideXxxxxxx Xxxxxxx shall, or shall cause the Surviving Corporation Company to, provide the employees of MidSouth and its Subsidiaries to provide, each Employee (excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) as of immediately prior to the Effective Time who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), for so long as they are employed following the Effective Time, with (i) annual base salary or other base cash compensation that are at least the same as, in the aggregate, the base salary or other base cash compensation that were provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) and wages that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity base salary or equity-based compensation) that were provided to wages in effect for such Continuing Employee employee immediately prior to the Effective Time and (iiiii) incentive compensation opportunities (including equity-based awards) and employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate to those employee benefits as are provided to similarly situated employees of Parent or Xxxxxxx Xxxxxxx and its Subsidiaries immediately prior (excluding any frozen benefit plans of Xxxxxxx Xxxxxxx and its Subsidiaries or benefit plans that exclusively provide benefits to grandfathered employees of Xxxxxxx Xxxxxxx and its Subsidiaries); provided that until such time as Xxxxxxx Xxxxxxx fully integrates the Continuing Employees into its plans (which shall occur as soon as reasonably practicable following the Effective Time. Notwithstanding the foregoing and except as provided for in Section 6.4(c), (x) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially participation in the form MidSouth Benefit Plans as in effect immediately as of the Effective Time shall be deemed to satisfy the foregoing standard, it being understood that the Continuing Employees may commence participating in the plans of Xxxxxxx Xxxxxxx on different dates following the Effective Time with respect to different benefit plans. For the avoidance of doubt, no Continuing Employee shall be entitled to incentive compensation from Xxxxxxx Xxxxxxx or the Surviving Company in respect of a period prior to the Effective Time, and (y) from Xxxxxxx Xxxxxxx and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor Company may proportionately reduce the accrued and vested obligations incentive compensation opportunities contemplated by the immediately preceding sentence to account for the portion of the Surviving Corporation and its Subsidiaries any applicable performance period elapsed as of the Effective Time. For a period beginning at the Effective Time under and continuing through the Company Plans. The compensation first anniversary thereof, notwithstanding any of the foregoing, Xxxxxxx Xxxxxxx or its Subsidiaries shall provide severance to each Continuing Employee of MidSouth and benefits for its Subsidiaries pursuant to the terms and conditions of the severance plan or policy of MidSouth and its Subsidiaries applicable to such Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with as of the applicable Collective Bargaining Agreement date hereof (as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described set forth on Section 6.4(a6.6(a) of the Company MidSouth Disclosure LetterSchedule).