As soon as reasonably practicable after the date of this Agreement, Buyer or an Affiliate of Buyer shall make an offer of employment to all of Seller’s current employees who are dedicated to perform work for (often referred to as “seconded to”) the Partnership, which employees are set forth on the list attached hereto as [Schedule 4.9(a)] (the “Employee List”). Seller shall terminate, or shall cause the applicable Affiliate of Seller to terminate, the employment of the Prospective Employees immediately prior to the Closing Date, and Seller shall use commercially reasonable efforts to assist Buyer and its Affiliates in employing the Prospective Employees prior to the Closing Date. The offer of employment shall be conditioned on # such Prospective Employee’s meeting Buyer’s standard U.S. hiring requirements, including: # successfully passing a background check and drug screening, # providing proof of eligibility for employment in the United States, # signing the commitment to Buyer’s Guide to Ethical Conduct and # with respect to any Prospective Employee that will be driving a vehicle in connection with his or her job with Buyer, successfully passing a background check with the applicable department of motor vehicles (the “Hiring Requirements”) and # the Prospective Employee timely reporting to work with Buyer. Buyer shall offer each Prospective Employee # base salary or hourly wages that are not less than such Prospective Employee’s current base salary or hourly wage, and # target cash bonus opportunities, 401(k), medical and life insurance benefits, which are, in the aggregate, substantially comparable, to the target cash bonus opportunities, 401(k), medical and life insurance benefits provided to such Prospective Employee immediately prior to the Closing Date. With respect to any employee benefit plan maintained by Buyer or its Affiliates in which any Transferred Employees will participate effective as of the Closing Date, Buyer shall, or shall cause any of their applicable Affiliates, to recognize all service of the Transferred Employees with Seller as if such service were with Buyer, solely for vesting and eligibility purposes including seniority as it relates to severance (but not benefit accrual purposes) in any such employee benefit plan in which such Transferred Employees may be eligible to participate after the Closing Date. For the avoidance of doubt, the service credit under this Section 4.9(a) shall apply when determining the rate of vacation accrual under the WABCO North America vacation policy for services rendered on and after the Closing Date with Buyer and its Affiliates.

Employment Status. The grant of the RSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company.

Employment Status. This Agreement does not constitute a contract of employment or impose upon the Corporation any obligation to retain Executive as an employee, to change the status of Executive’s employment, or to change any employment policies of the Corporation.

Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will,” and may be terminated by either the Executive or the Company at any time, subject to applicable law.

Executive will cease serving as Executive Vice President and Chief Financial Officer of Southern, effective September 1, 2021 (the “Transition Date”), but will remain an employee of the Company and serve as a senior advisor to the Chief Executive Officer (the “CEO”) of Southern until Executive’s termination of employment with the Company effective December 31, 2021 or such earlier date as determined by Executive or the Company hereunder (the “Separation Date,” and the period commencing on the Transition Date and ending on the Separation Date, the “Transition Period”). As of the Transition Date, Executive will terminate from all positions Executive holds as an officer or director of the Company and the Company’s subsidiaries and affiliates and promptly execute any documents and take any actions as may be necessary or reasonably requested by the Company to effectuate or memorialize Executive’s termination from all such positions with the Company and its subsidiaries and affiliates. Executive shall render services as may be requested by the CEO through the Separation Date and thereafter during the Consulting Term (as defined herein) from such location or locations as he determines in his sole discretion unless otherwise mutually agreed in writing.

Employment Status/Separation. Executive and the Companies mutually agree that Executive's employment with the Companies shall cease effective the Termination Date, and that the cessation of Executive's employment shall be treated as a "Qualifying Termination" for purposes of the Severance Plan. The parties further agree that, except as otherwise provided in this Agreement, neither Executive nor the Companies shall have any further rights, obligations or duties under any other agreement or arrangement, relating to severance payments and benefits due to Executive, as of (or after) the date of this Agreement.

Status ………………………………. “adequately capitalized”

Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.

6.1No Right to Employment. This Agreement is not an employment contract. Neither the Plan nor this Agreement or anything else changes the employment status of Employee.

Section # (Employment Changes), Part B (Change in Employment Status), Item c, Sub-item i, Good Leaver Definition is amended as follows