Common use of Employee Benefit Matters Clause in Contracts

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Parent shall, and shall cause its Subsidiaries (including the Surviving Corporation) to, honor and provide for payment of all accrued obligations and benefits under all Company Benefit Plans in effect as of and employment or severance agreements disclosed on the date of this Agreement shall remain in effect with respect to Disclosure Schedule between Company and persons who are or had been employees of the Company (or their Subsidiaries) covered by such plans any of its Subsidiaries at or prior to the Effective Time until such time as Parent shall("Covered Employees"), subject to applicable Law, the terms of this Agreement all in accordance with their respective terms. (b) From and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to after the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent willshall, and will shall cause its Subsidiaries (including the Surviving Corporation) to, with respect to all New Benefit Plans, (i) provide each employee Covered Employees who remain in the employ of the Company or any of its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan employee benefits that is a welfare plan that such employees may be eligible to participate in after the Effective Time, are reasonably comparable to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent or any such Subsidiary who are not Covered Employees. To the extent that Covered Employees are included in any benefit plan of Parent or its Subsidiaries, Parent agrees that the Covered Employees shall receive credit under such plan (other than any such plan providing for sabbati- cals) for service prior to the Effective Time with Company and its Subsidiaries; providedSubsidiaries to the same extent such service was counted under similar Company Plans for purposes of eligibility, howevervesting, eligibility for retirement (but not for benefit accrual) and, with respect to vacation, disability and severance, benefit accrual. To the extent that Covered Employees are included in no event any medical, dental or health plan other than the plan or plans they participated in at the Effective Time, Parent agrees that any such plans shall the employees be entitled to any credit not include pre- existing condition exclusions, except to the extent that it would result in a duplication of benefits such exclusions were applicable under the similar Company Plan at the Effective Time, and shall provide credit for any deductibles and co-payments applied or made with respect to each Covered Employee in the same period calendar year of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedchange.

Employee Benefit Matters. (a) From and after On the Effective TimeDate, all employees of any Acquired Corporation Company Benefit Plans in effect shall, at Buyer’s option, either become employees of the Resulting Corporation or its Subsidiaries or be entitled to severance benefits under the severance policy of either the Bank or Superior Bank having the greater benefits as of the date of this Agreement (except Gxxxxx X. Xxxxxxxxx and Wxxxxxx X. Xxxxxx, Xx., who shall remain in effect with respect to resign as employees of the Company (or their Subsidiaries) covered by such plans at Bank as of the Effective Time until such time as Parent shall, subject to applicable Law, the terms Date). All employees of this Agreement and the terms of such plans, adopt new benefit plans with respect to any Acquired Corporation Company who become employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company Resulting Corporation or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after on the Effective TimeDate shall be entitled, to the extent that permitted by applicable Law, to participate as soon as administratively and financially practicable after the Effective Date in all benefit plans of Superior Bank to the same extent as Superior Bank employees, except as stated otherwise in this Section. Buyer shall continue each existing benefit plans of any Acquired Corporation Company until such benefit plan is replaced with the like benefit plan of Superior Bank. With respect to employee would receive credit for such conditions under the corresponding welfare plan benefits maintained by Buyer or by Superior Bank in which employees of any such employee participated immediately Acquired Corporation Company participate after the Effective Date, Buyer agrees: (i) to treat service by Acquired Corporation Company employees prior to the Effective TimeDate as service with Buyer or Superior Bank, for eligibility and vesting purposes only, for all retirement, vacation, sick pay, severance and other benefit plans of Superior Bank and (ii) provide each to waive waiting periods and pre-existing condition limitations, if any, as would otherwise be applied to participating employees of an Acquired Corporation Company upon the implementation of such employee benefits constituting “group health plans” within the meaning of Section 5000(b)(i) of the Code. In addition, if the Effective Date falls within an annual period of coverage under any group health plan of the Resulting Corporation and its Subsidiaries, each such Acquired Corporation Company or its Subsidiaries with employee shall be given credit for covered expenses paid by that employee under comparable employee benefit plans of the Acquired Corporation Company during the applicable coverage period through the Effective Date towards satisfaction of any co-payments annual deductible limitation and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements maximum that may apply under any New Benefit Plan that is a welfare group health plan that such employees are eligible to participate in after of the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company Resulting Corporation and its Subsidiaries, under each employee benefit plan, program, or arrangement . Buyer shall give the required notifications when due pursuant to COBRA to all employees of Parent any Acquired Corporation Company who do not become employees of the Resulting Corporation or its Subsidiaries in which on the Effective Date and administer all elections of such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar its “group health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedplan”.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries in which any director, officer or employee of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms any of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Benefit Plans”). Prior , subject to the Effective Timeapplicable Law and applicable Tax qualification requirements, Parent and shall, or shall cause the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries Surviving Corporation to, with respect to recognize all New Benefit Plans, (i) provide each employee service of the Company or its Subsidiaries Employees with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or any of its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate reflected in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee books and records of the Company or its Subsidiaries with credit Company, as the case may be, for any co-payments vesting, eligibility and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for level of benefits purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under accrual purposes, except for vacation and severance) in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries New Plan in which such employees are Company Employees will be eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit each case except to the extent that it recognizing such service would result in a duplication of benefits with respect benefits. To the extent any Company Employee participates in a New Plan that is a welfare plan or arrangement of Parent or any of its Subsidiaries following the Closing Date (a “Parent Welfare Plan”), Parent and any of its Subsidiaries will use commercially reasonable efforts, to the extent permitted by applicable Law and any insurer, third party administrator or service provider under the applicable Parent Welfare Plan, to cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same period of service. Notwithstanding anything extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the contrary Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in this Section 6.8, such Parent shall have no obligation to provide any credit for service, Welfare Plan and (iii) co-payments, payments and deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem paid by Company Employees in the plan year in which the Effective Time occurs to be necessary in order to verify the appropriate credit to be providedcredited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan.

Employee Benefit Matters. (a) From and Parent may cause any Company Benefit Plan, other than the Severance Agreements, to be terminated or discontinued at or after the Effective TimeTime of the Merger, provided that, to the extent Parent or its affiliates maintain a benefit plan of the same type for employees of Parent or any of its affiliates ("Parent Benefit Plan"), Parent shall take all actions necessary or appropriate to permit the Company employees participating in such Company Benefit Plans Plan to immediately thereafter participate in effect as such Parent Benefit Plan of the date same type maintained by Parent or any of this Agreement its affiliates for their employees generally (a "Replacement Plan"); provided, however, that if the Company Benefit Plan that is so terminated or discontinued is a group health plan, then Parent shall remain permit each Company employee participating in effect with respect such group health plan and his or her eligible dependents to employees be covered under a Replacement Plan under the terms and conditions of the Replacement Plan as modified to the extent necessary to (i) provide medical and dental benefits to each such Company employee and such eligible dependents effective immediately upon the cessation of coverage of such individuals under such group health plan, (or their Subsidiariesii) covered by credit to such plans at Company employee, for the Effective Time until year during which such time as Parent shallcoverage under such Replacement Plan begins, subject with any deductibles and copayments already incurred during such year under such group health plan, and (iii) waive any preexisting condition restrictions to applicable Lawthe extent that the preexisting condition restrictions were satisfied under such group health plan. Parent, the terms of this Agreement Surviving Corporation, their affiliates, and the terms Parent Benefit Plans (including, without limitation, the Replacement Plans) shall recognize each Company employee's years of such plans, adopt new benefit plans service and level of seniority with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service subsidiaries for purposes of terms of employment and eligibility, vesting and benefit accruals determination under the Parent Benefit Plans (but not for other than benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service). Notwithstanding anything to the contrary Nothing in this Section 6.8, Agreement shall be construed to require Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, particular type or amount of benefits for any purpose, unless and until person under any Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedBenefit Plan.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement Acquiror shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to provide employees of the Company and its Subsidiaries (the “New Company Employees”) who continue as employees of Acquiror or any of its Subsidiaries with pension and welfare benefits under employee benefit plans (“Acquiror Benefit Plans”)) no less favorable in the aggregate than those currently provided to similarly situated employees of Acquiror or its Subsidiaries. Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with With respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Acquiror Benefit Plan that is a welfare plan that such employees may be eligible to in which Company Employees participate in after the Effective Time, for purposes of determining vesting and eligibility for benefits (including severance benefits and vacation entitlements) thereunder, service with the Company or any Subsidiary (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Acquiror; provided, that such service shall not be recognized for the purposes of qualifying for subsidized early retirement benefits, if any, or to the extent that such employee recognition would receive credit for result in a duplication of benefits or to the extent that such conditions service was not recognized under the corresponding welfare plan in which any such employee participated immediately prior applicable Company Benefit Plan. If applicable and to the Effective Timeextent possible under Acquiror Benefit Plans (as reasonably amended to the extent necessary in accordance with applicable Law), Acquiror shall cause any and all pre-existing condition (iior actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Acquiror Benefit Plans to be waived with respect to such Company Employees and their eligible dependents and shall provide each employee of the Company or its Subsidiaries them with credit for any co-payments payments, deductibles, and deductibles paid in offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any New Acquiror Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries Plans in which such employees they are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything the foregoing, nothing contained herein shall obligate the Company, the Acquiror or any of their Affiliates to (i) maintain any particular Company Benefit Plan or (ii) retain the contrary in this Section 6.8, Parent shall have no obligation to provide employment of any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedparticular employee.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees any “employee benefit plan” as defined in Section 3(3) of the Company (ERISA maintained by Parent or their Subsidiaries) covered by such plans at the Effective Time until such time as any Parent shallSubsidiary in which any director, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each officer or employee of the Company or its Subsidiaries with any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation to, recognize all service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate Employees in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of United States with the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan a Company Subsidiary that is a welfare plan that such employees are eligible to participate reflected in after the Effective Timebooks and records of the Company, (iii) provide each employee with credit as the case may be, for all service for vesting, eligibility and level of benefits purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under accrual purposes, except for vacation and severance, if applicable) in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries New Plan in which such employees Company Employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit each case except to the extent that it recognizing such service would result in a duplication of benefits with respect benefits. To the extent any Company Employee in the United States participates in a New Plan that is a welfare plan or arrangement of Parent or any Parent Subsidiary following the Closing Date (a “Parent Welfare Plan”), Parent and any Parent Subsidiary will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same period of service. Notwithstanding anything extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the contrary Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in this Section 6.8such Parent Welfare Plan and (iii) co-payments and deductibles paid by Company Employees in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan, but only to the extent that the Company provides documentation of such co-payments and deductibles reasonably requested by Parent or any Parent Subsidiary within 20 days of such request. Until September 30, 2015, Parent shall have no obligation provide (or cause a Parent Subsidiary to provide) the Company Employees in the United States who continue to be employed by Parent or any Parent Subsidiary as of the Effective Time (the “U.S. Continuing Employees”) with base salary and base wage rates, and target annual cash performance bonus opportunities (but not equity or cash-settled equity based incentive opportunities) that are not less favorable in the aggregate than the U.S. Continuing Employees were eligible to earn from the Company immediately prior to the Effective Time, but only to the extent that such salaries, wage rates and target annual cash performance bonus opportunities of the U.S. Continuing Employees are disclosed to Parent within 30 days after the Effective Time. Parent shall use reasonable best efforts to provide any credit for serviceU.S. Continuing Employees with the opportunity to participate in those Company Benefit Plans listed in Section 3.11(a) of the Company Disclosure Schedule in which the U.S. Continuing Employees were participants immediately prior to the Effective Time until the earliest to occur of (1) June 30, co-payments2015, deductibles paid, or for any purpose, unless (2) the date the U.S. Continuing Employee becomes eligible to participate in a comparable New Plan and until Parent has received such supporting documentation as Parent may reasonably deem (3) the date the U.S. Continuing Employee ceases to be necessary in order eligible to verify participate under the appropriate credit to be providedCompany Benefit Plan terms.

Employee Benefit Matters. (a) From Following the Effective Time, the ------------------------ Holding Company shall provide to officers and employees of Tritel and its Subsidiaries employee benefits under employee benefit plans on terms and conditions which are substantially similar in the aggregate to those provided by Tritel and its Subsidiaries to their officers and employees prior to the Effective Time but in no event less favorable than those provided to similarly situated officers and employees of TeleCorp prior to the Effective Time. With respect to any benefits plans of the Holding Company or its Subsidiaries in which the officers and employees of the Tritel and its Subsidiaries participate after the Effective Time, the Holding Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, : (i) provide each employee of the Company or its Subsidiaries with service or other credit for all waive any limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such officers and employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare benefit plan that in which such employees may be eligible to participate in after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such officer or employee who was, as of the Effective Time, to the extent that excluded from participation in a Tritel benefit plan by nature of such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Timepre-existing condition), (ii) provide each such officer and employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare benefit plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are may be eligible to participate after the Effective Time, and (iviii) provide benefits under medical, dental, vision recognize all service of such officers and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent with Tritel and its Subsidiaries; providedSubsidiaries (and their respective predecessors) for all purposes (including without limitation purposes of eligibility to participate, howevervesting credit, that entitlement for benefits, and benefit accrual) in no event shall any benefit plan in which such employees may be eligible to participate after the employees be entitled to any credit Effective Time, except to the extent that it such treatment would result in a duplication duplicative accrual of benefits with respect to for the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement Parent shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to provide employees of the Company and its Subsidiaries (the “New Company Employees”) who continue as employees of Parent or any of its Subsidiaries with employee benefit plans (“Parent Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are no less favorable in the aggregate no less favorable than those provided to similarly situated employees of Parent and or its Subsidiaries. With respect to each Parent Benefit Plan in which Company Employees participate after the Effective Time, for purposes of determining vesting and entitlement to benefits (including severance benefits and vacation entitlements) thereunder, but not for purposes of benefit accrual under any retirement plan, service with the Company or any Subsidiary shall be treated as service with Parent; provided, however, that in no event such service shall the employees not be entitled to any credit recognized to the extent that it such recognition would result in a duplication of benefits or to the extent that such service was not recognized under a corresponding Company Benefit Plan. Except to the extent that Parent provides written notice to the Company to the contrary, the Company shall terminate, as of the Effective Time, each Company Benefit Plan that provides medical, dental and other similar benefits. If applicable and to the extent possible under Parent Benefit Plans that provide medical, dental or other similar benefits, Parent shall cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Benefit Plans to be waived with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent such Company Employees and their eligible dependents and shall have no obligation to provide any them with credit for service, any co-payments, deductibles paiddeductibles, and offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible, out-of-pocket, or for similar requirements under any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem Benefit Plans in which they are eligible to be necessary in order to verify participate after the appropriate credit to be providedEffective Time.

Employee Benefit Matters. (a) From Each Company Employee has been offered employment by Parent and after those who are hired by Parent or retained by the Surviving Company will be eligible to: (i) during the period following the Closing until December 31, 2006, participate in each Company Benefit Plan that was offered to Company Employees as of immediately before the Effective TimeTime and (ii) commencing January 1, 2007, participate in Parent's employee benefit programs, to the same extent as similarly situated employees of Parent. For purposes of determining eligibility to participate, vesting and entitlement to benefits (including for purposes of benefit accrual) where length of service is relevant under any benefit plan or arrangement of Parent, the Company or any of their respective Subsidiaries (collectively, "Parent Benefit Plans in effect Plans"), Parent shall, and shall cause such Subsidiary to, take such actions as are necessary and appropriate to provide that Company Employees as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as shall receive full service credit for service with the Company. Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for waive all limitations as to preexisting conditions, condition exclusions and waiting periods with respect to participation and coverage requirements applicable to employees the Company Employees as of the Company or its Subsidiaries Effective Time under any New Parent Benefit Plan that is a welfare plan Welfare Plan that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Company Employees and that have not been satisfied as of the extent that such employee would receive credit for such conditions Effective Time under the corresponding Company Benefit Plans that are welfare plan in which any such employee participated benefit plans maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each employee Company Employee as of the Company or its Subsidiaries Effective Time with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable co-payment, deductible or out-of-pocket requirements under any New Parent Benefit Plan that is a welfare plan Welfare Plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shallany Transferred Employees, except those whose wages, hours and working conditions are subject to applicable Lawcollective bargaining between Purchaser and a labor union, Purchaser shall provide such employees for no less than twelve (12) months following the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries toClosing Date, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan base salary which is no less than that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated they received from Seller immediately prior to the Effective TimeClosing Date, and employee benefits comparable, on an aggregate basis, to that which they received from Seller immediately prior to the Closing Date; provided, that such benefits (excluding severance) are not, in the aggregate, greater than the benefits currently provided by Purchaser to its employees. Nothing in this Agreement shall restrict any right of Purchaser to terminate any employee or to amend or terminate employee benefits after the Closing Date to the extent permitted under applicable laws, rules, regulations and collective bargaining agreements. Purchaser shall grant or cause to be granted full credit to the Transferred Employees for (i) time recognized under the employee benefit plans and employee policies of Seller and its Affiliates and predecessors prior to the Closing Date for purposes of vacation, other paid time off, severance pay, welfare benefits, vesting and eligibility for early retirement under Purchaser’s retirement plans and any other purposes for which the employee’s service may be relevant, and (ii) provide each employee payments made by Transferred Employees toward welfare plan annual deductible limits and the like. Purchaser shall waive any provisions of the Company its welfare benefit plans pursuant to which any Transferred Employees and their dependents are subject to waiting periods for coverage, provided that such provisions did not previously exist under welfare benefit plans of Seller or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits Affiliates with respect to the same period of service. Notwithstanding anything such employees or their dependents immediately prior to the contrary in this Section 6.8Closing Date. Purchaser shall also waive any provisions of its welfare benefit plans pursuant to which any Transferred Employees or their dependents are subject to exclusions or limitations with respect to pre-existing conditions, Parent shall have no obligation provided that such provisions did not previously apply under welfare benefit plans of Seller or its Affiliates with respect to provide any credit for service, co-payments, deductibles paid, such employees or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem their dependents immediately prior to be necessary in order to verify the appropriate credit to be providedClosing Date.

Employee Benefit Matters. (a) From Following the Effective Time for a period of at least one year, AWS shall provide to officers and employees of TeleCorp and its Subsidiaries who continue employment employee benefits under employee benefit plans on terms and conditions which are substantially similar in the aggregate to those provided by TeleCorp and its Subsidiaries to their officers and employees prior to the Effective Time; provided, that in its discretion AWS may provide to such officers and employees the employee benefits provided to similarly situated AWS officers and employees. With respect to any benefits plans of AWS or its Subsidiaries in which the officers and employees of TeleCorp and its Subsidiaries participate after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent AWS shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, : (i) provide each employee of the Company or its Subsidiaries with service or other credit for all waive any limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such officers and employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare benefit plan that in which such employees may be eligible to participate in after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such officer or employee who was, as of the Effective Time, to the extent that excluded from participation in a TeleCorp benefit plan by nature of such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Timepre-existing condition), (ii) provide each such officer and employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare benefit plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are may be eligible to participate after the Effective Time, and (iviii) provide benefits under medical, dental, vision recognize all service of such officers and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent with TeleCorp and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit Subsidiaries (and their respective predecessors) as an employee or officer of AWS to the extent that it such service was credited under similar TeleCorp Employee Plans for purposes of eligibility to participate and vesting credit in any benefit plan in which such employees may be eligible to participate after the Effective Time, except to the extent such treatment would result in a duplication duplicative accrual of benefits with respect to for the same period of service. Notwithstanding anything , and with respect to newly adopted AWS plans, to the contrary in this Section 6.8, Parent extent that similarly situated AWS employees are not provided with recognition of service. Nothing herein shall have no obligation be construed as conferring upon any employee any legal rights with respect to provide any credit for service, co-payments, deductibles paid, a continuation of employment or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedother relationship with AWS or its Subsidiaries.

Employee Benefit Matters. (a) From Parent shall retain and after make available to Continuing Employees for the Effective Timeperiod from the Closing to September 30, 2011, the employee benefit plans of the Company Benefit Plans in effect existing as of the date Closing other than the 401(k) plan, and any bonus and stock option plans. As soon as reasonably practicable following the Closing Date, Parent shall make available to Continuing Employees the ability to participate in the Parent’s 401(k) plan. As of this Agreement October 1, 2011 Parent shall remain in effect with respect to provide the employees of the Company (who are employed by Parent or their Subsidiaries) covered by such plans at one of its Subsidiaries after the Effective Time until such time (the “Continuing Employees”) with substantially the same benefits in the aggregate as Parent shall, subject those provided to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to similarly situated employees of Parent. For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under any Parent employee benefit plan (other than a defined benefit plan) and to the extent permitted by applicable law, Parent shall provide that the Continuing Employees shall receive service credit under each Parent employee benefit plan (other than a defined benefit plan) for their period of service with the Company and its Subsidiaries (the “New Benefit Plans”). Prior Predecessor Company prior to the Effective TimeClosing, except where doing so would cause a duplication of benefits. Parent and shall request that the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for applicable third party provider waive all limitations as to preexisting conditionsconditions exclusions (or actively at work or similar limitations), exclusions evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries Continuing Employees under any New Benefit Plan that is a welfare plan medical, dental and vision plans that such employees may be eligible to participate in after the Effective Time, to Closing Date. Parent shall also request that the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) applicable third party provider provide each employee of the Company or its Subsidiaries Continuing Employees and their eligible dependents with credit for any co-payments payments, deductibles and deductibles paid offsets (or similar payments) made under the Company’s Employee Plans for the year in which the Closing occurs under Parent’s medical, dental and vision plans for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each Parent’s employee benefit plan, program, or arrangement of Parent or its Subsidiaries plans in the year in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedClosing occurs.

Employee Benefit Matters. (a) From During the period beginning on the Closing Date and ending on the [*] of the Closing Date, Buyer shall provide employees of the Group Companies who are employed by any Group Company from and after the Effective TimeClosing with compensation that is, Company in the aggregate, no less favorable in any material respect than the compensation provided to such employees immediately prior to the Closing Date (including with respect to opportunities for cash-based bonus compensation and post-termination severance pay) and with employee benefits that are at least substantially similar in the aggregate to the Employee Benefit Plans in effect and other benefit plans, programs or arrangements maintained by Seller and the Group Companies as of the date of this Agreement shall remain in effect (other than with respect to equity compensation). Xxxxx further agrees that, from and after the Closing Date, Buyer shall and shall cause each Group Company to grant all of its employees credit for any service with any Group Company earned prior to the Closing Date (i) for eligibility and vesting purposes and (ii) for purposes of the vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer or a Group Company (or any of its or their Subsidiaries) covered by such plans at Subsidiaries on or after the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries Closing Date (the “New Benefit Plans”). Prior In addition, Buyer hereby agrees that Buyer shall (A) cause to the Effective Timebe waived all pre-existing condition exclusion and actively-at-work requirements and similar limitations, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and eligibility waiting periods with respect to participation and coverage evidence of insurability requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, Plans to the extent that such waived or satisfied by an employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee Employee Benefit Plan as of the Company or its Subsidiaries with credit for Closing Date and (B) cause any deductible, co-payments insurance and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under covered expenses paid on or before the Closing Date by any New Benefit Plan that is a welfare plan that such employees are eligible employee (or covered dependent thereof) of any Group Company to participate in after the Effective Time, (iii) provide each employee with credit for all service be taken into account for purposes of eligibilitysatisfying applicable deductible, vesting coinsurance and benefit accruals (but not for benefit accruals maximum out-of-pocket provisions after the Closing Date under any defined benefit pension plan) with applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer upon any employee of any Group Company and its Subsidiaries, under each any right to continued employment for any period or continued receipt of any specific employee benefit plan, programbenefit, or arrangement shall constitute an amendment to or any other modification of Parent any New Plan or its Subsidiaries Employee Benefit Plan. Nothing in which such employees are eligible this Section 6.9 is intended to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are create any third-party beneficiary rights in the aggregate no less favorable than those provided to similarly situated employees any current or former employee or director of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits Group Company with respect to any Employee Benefit Plan, New Plan or any plans or agreements which provide for executive compensation. Xxxxx agrees that Buyer and the same period Group Companies shall be solely responsible for satisfying the continuation coverage requirements of serviceSection 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. Notwithstanding anything to the contrary Nothing in this Section 6.86.9 shall be deemed to limit the right of Buyer, Parent shall have no obligation the Company or any of their respective Affiliates to provide terminate the employment of any credit for service, co-payments, deductibles paid, or for employee at any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedtime.

Employee Benefit Matters. (a) From Following the Effective Time, the Holding Company shall provide to officers and employees of Tritel and its Subsidiaries employee benefits under employee benefit plans on terms and conditions which are substantially similar in the aggregate to those provided by Tritel and its Subsidiaries to their officers and employees prior to the Effective Time but in no event less favorable than those provided to similarly situated officers and employees of TeleCorp prior to the Effective Time. With respect to any benefits plans of the Holding Company or its Subsidiaries in which the officers and employees of the Tritel and its Subsidiaries participate after the Effective Time, the Holding Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, : (i) provide each employee of the Company or its Subsidiaries with service or other credit for all waive any limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such officers and employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare benefit plan that in which such employees may be eligible to participate in after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such officer or employee who was, as of the Effective Time, to the extent that excluded from participation in a Tritel benefit plan by nature of such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Timepre-existing condition), (ii) provide each such officer and employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare benefit plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are may be eligible to participate after the Effective Time, and (iviii) provide benefits under medical, dental, vision recognize all service of such officers and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent with Tritel and its Subsidiaries; providedSubsidiaries (and their respective predecessors) for all purposes (including without limitation purposes of eligibility to participate, howevervesting credit, that entitlement for benefits, and benefit accrual) in no event shall any benefit plan in which such employees may be eligible to participate after the employees be entitled to any credit Effective Time, except to the extent that it such treatment would result in a duplication duplicative accrual of benefits with respect to for the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time and until such time as Parent shallone year after the Closing Date, subject Buyer shall provide, and shall cause the Company and its Subsidiaries to applicable Lawprovide, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to all employees of the Company and its Subsidiaries (as of the “New Benefit Plans”). Prior Closing Date, including employees who are on vacation, disability, family leave, layoff or other authorized leaves of absence that have been agreed or consented to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of by the Company or its Subsidiaries with service Subsidiaries, as the case may be, or other credit for all limitations protected by Law and the eligible dependents thereof, compensation and employee benefits that are, in the aggregate, no less favorable than those provided to them immediately before the Closing. Except as provided in Section 8.3(b) and Section 8.4 hereof, Buyer is not obligated to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees provide any severance benefits upon cessation of employment. For purposes of the benefits provided by Buyer and the Company or and its Subsidiaries under any New Benefit Plan that are described in this Section 8.3: (i) all vacation, sick leave and personal leave that is a welfare plan that such employees may unpaid as of the Closing shall be eligible honored; (ii) employees’ service with Seller, the Company and its Subsidiaries prior to participate in after the Effective Time, Closing shall be honored to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that service is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service relevant for purposes of eligibility, vesting and benefit accruals the calculation of vacation, sick days, paid time off, severance and similar benefits (but not for purposes of pension benefit accruals accruals); (iii) service credit for purposes of the Family Medical Leave Act, similar state and local leave laws and vacation, sick and personal leave shall be honored to the extent such service has been credited by the Company or any of its Subsidiaries as of the Closing; and (iv) no exclusion for any pre-existing condition that is not excluded as of the date hereof under any defined benefit pension plan) with the applicable Employee Benefit Plan shall apply. From and after the Closing, Buyer shall, and shall cause the Company and its SubsidiariesSubsidiaries to, under each employee benefit plan, program, or arrangement apply prior periods of Parent or health insurance coverage towards any pre-existing condition limitations pursuant to the Health Insurance Portability and Accountability Act of 1996 and shall provide employees of the Company and its Subsidiaries with credit for co-payments and deductibles made during the calendar year in which the Closing occurs for purposes of satisfying any applicable co-payment and deductible requirement under any benefit plan maintained by Buyer or the Company and its Subsidiaries under which welfare benefits are provided to such employees are eligible to participate on or after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedClosing.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees any “employee benefit plan” as defined in Section 3(3) of the Company ERISA (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, and that is subject to applicable LawERISA) maintained by Parent or any Parent Subsidiary in which any director, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each officer or employee of the Company or its Subsidiaries with any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation to, recognize all service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of Employees with the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan a Company Subsidiary that is a welfare plan that such employees are eligible to participate reflected in after the Effective Timebooks and records of the Company, (iii) provide each employee with credit as the case may be, for all service for purposes of eligibility, vesting and benefit accruals eligibility purposes (but not for benefit accruals under accrual purposes, except for vacation and severance, if applicable) in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries New Plan in which such employees are Company Employees may be eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit each case except to the extent that it recognizing such service would result in a duplication of benefits with respect benefits. To the extent any Company Employee participates in a New Plan that is a welfare plan or arrangement of Parent or any Parent Subsidiary following the Closing Date (a “Parent Welfare Plan”), Parent and any Parent Subsidiary will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, and (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same period of service. Notwithstanding anything extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the contrary Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in this Section 6.8, such Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedWelfare Plan.

Employee Benefit Matters. (a) From and after To the Effective Timeextent permitted under the terms of the applicable Company Benefit Plans, Parent shall maintain the Company Benefit Plans in effect as of the date of this Agreement until December 31, 1999 and shall remain in effect provide any notices required under Applicable Law with respect to employees changes thereto; PROVIDED, HOWEVER, that Parent may discontinue a Company Benefit Plan if Parent shall provide or make available benefits to the beneficiaries of such Company Benefit Plan that are not materially less favorable than the benefits available under such Company (or their Subsidiaries) covered by such plans at Benefit Plan. To the Effective Time until such time as Parent shall, subject to applicable Law, extent permitted under the terms of this Agreement and the terms of such applicable Parent benefit plans, adopt new benefit plans with respect to all employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Timeshall be eligible, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to participate in the various benefit plans and programs maintained for Parent employees or in substantially similar programs, including any of the following benefit plans maintained by Parent as of the Effective Time: health/medical/ dental/vision care, life insurance, disability income, sick pay, holiday and vacation pay, 401(k) plan coverage, Section 125 benefit arrangements, Group RRSP, bonus, profit-sharing or other incentive plans, pension or retirement programs, dependent care assistance, and employee stock option and stock purchase plans, to the extent that the employees of the Company and its Subsidiaries meet the eligibility requirements for each such employee would receive credit for such conditions plan or program. To the extent permitted under the corresponding welfare plan in which terms of such plans, the employees of the Company and its Subsidiaries shall be given credit, for purposes of any such employee participated immediately service requirements for establishing eligibility for participation or benefits (and not for purposes of calculating benefits) for their period of service with the Company and its Subsidiaries prior to the Effective Time, (ii) provide each employee and the employees of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its SubsidiariesSubsidiaries shall also, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8any Parent plans or programs which have co-payment, Parent shall have no obligation to provide any deductible or other co-insurance features, receive credit for service, any amounts such employees have paid as of the Effective Time in the plan year of the Arrangement in co-payments, deductibles paidor co-insurance under comparable programs maintained by the Company or any of its Subsidiaries prior to the Effective Time. To the extent permitted under the terms of such plans, no employee of the Company and its Subsidiaries who participates in any health/ medical/dental/vision plan of the Company or any of its Subsidiaries at the Effective Time shall be denied coverage under the Parent health/medical/dental/vision plans by reason of any pre-existing condition exclusions. Notwithstanding the foregoing, this Section 7.12 shall not require Parent to take any action, or refrain from taking any action, that would adversely affect its ability to account for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem the business combination to be necessary in order to verify effected by the appropriate credit to be providedArrangement as a pooling of interests. 7.13.

Employee Benefit Matters. (a) From and after To the Effective Time, Company Benefit Plans in effect as extent that an employee of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries immediately prior to the Closing (collectively, the “New Covered Employees”) becomes eligible to participate in an employee benefit plan maintained by Parent or any of its Subsidiaries (other than Company or its Subsidiaries) following the Closing, Parent shall cause such employee benefit plan to recognize the service of such Covered Employee with Company or its Subsidiaries for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent that such service was recognized immediately prior to the Effective Time under a corresponding Company Benefit Plans”). Prior Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time, Parent and the Company ; provided that such recognition of service shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with not (i) operate to duplicate any benefits of a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, Covered Employee with respect to all New Benefit Plansthe same period of service, (iii) provide each employee apply for purposes of the Company any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan or (iii) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Parent and its Subsidiaries with do not receive credit for prior service or other credit for all limitations as to preexisting conditions(B) that is grandfathered or frozen, exclusions and waiting periods either with respect to participation and coverage requirements applicable level of benefits or participation. With respect to employees any health care, dental or vision plan of the Company Parent or any of its Subsidiaries under (other than Company and its Subsidiaries) in which any New Benefit Plan that Covered Employee is a welfare plan that such employees may be eligible to participate participate, for the plan year in after the Effective Timewhich such Covered Employee is first eligible to participate, Parent shall (x) cause any preexisting condition limitations or eligibility waiting periods under such Parent or Subsidiary plan (excluding any Company Benefit Plan) to be waived with respect to such Covered Employee to the extent that such employee limitation would receive credit for such conditions have been waived or satisfied under the corresponding welfare plan Company Benefit Plan in which any such employee Covered Employee participated immediately prior to the Effective Time, and (iiy) provide each employee recognize any health care, dental and vision expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or and annual out-of-pocket expense requirements under any New Benefit Plan that is a welfare such health, dental or vision plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or any of its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to excluding any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedCompany Benefit Plan).

Employee Benefit Matters. (a) From Buyer agrees that, for a period beginning on the Closing Date and after ending on the Effective Time, Company Benefit Plans in effect as first anniversary of the date of this Agreement shall remain in effect with respect to employees of Closing Date (the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent “Benefits Continuation Period”), Buyer shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of shall cause the Company and its Subsidiaries (to, provide employee benefits to Company Employees that are substantially similar in the “New Benefit Plans”). Prior aggregate to the Effective Time, Parent and benefits that are provided under the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New immediately prior to the Closing. Nothing in this Section 6.8 shall be construed in any way to increase or extend the obligations of the Buyer, the Company or any Subsidiary of the Company under the terms of such Company Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect or to all New Benefit Plans, (i) provide each employee restrict existing rights of the Company or its Subsidiaries with service any such Subsidiary to terminate or other credit for all modify such Company Benefit Plans. With respect to any benefit plans of the Buyer in which Company Employees may be eligible to participate after the Closing Date, the Buyer shall: (A) waive any limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, Employees to the extent that such employee it would receive credit for such conditions not have prevented coverage under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, Company Benefit Plans; (iiB) provide each employee of the Company or its Subsidiaries Employee with credit for any co-payments and deductibles paid on or prior to the Closing Date during the year in which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements to the extent it would be recognized under any New the Company Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, Plans and (iiiC) provide each employee with credit for recognize all service of the Company Employees with the Company or any Affiliate or predecessor thereof for purposes of eligibilityeligibility to participate, vesting credit and entitlement for benefits (other than benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiariesaccruals), under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit except to the extent that it such treatment would result in a duplication of benefits with respect to the same period of serviceduplicative benefits. Notwithstanding anything to the contrary Nothing contained in this Section 6.8, Parent Agreement shall have no obligation to provide confer any credit for service, cothird-payments, deductibles paid, party beneficiary rights or for other rights or remedies upon any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedCompany Employee.

Employee Benefit Matters. (a) From and after As soon as practicable following the Effective Time, Company Benefit Plans in effect as Closing Date or end of the date of this Agreement shall remain in effect with respect to employees of applicable service period under the Transition Services Agreement, each Business Employee who is employed by the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior immediately prior to the Effective TimeClosing and who continues to be employed by the Company, Parent and Buyer or any of their respective Affiliates immediately following the Company Closing shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Timebenefit or compensation plans, to the extent or programs that such employee would receive credit for such conditions under the corresponding welfare plan in which are maintained by Buyer or that may be established by Buyer (other than any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit plans providing for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiariespension, under each employee benefit planequity or equity-based, programnonqualified deferred compensation, or arrangement of Parent post-termination or its Subsidiaries in which such employees are eligible retiree health or welfare benefits), on the same basis and subject to participate after the Effective Time, same terms and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided conditions applicable to similarly situated employees of Parent Buyer. Notwithstanding any other provisions of this Agreement, Seller and its Subsidiaries; provided, however, that in no event Affiliates (other than the Company) shall be solely responsible for (i) the employees be entitled provision of short-term disability benefits to any credit Business Employee who is or will be receiving, eligible to the extent that it would result receive, or in a duplication runout period to become eligible to receive short-term disability benefits under an Employee Benefit Plan as of the Closing Date and/or the end of the applicable service period under the Transition Services Agreement, and (ii) the provision of long-term disability benefits for any Business Employee who (x) is or will be in receipt of, eligible to receive, or in a runout period to become eligible to receive long-term disability benefits under an Employee Benefit Plan as of the Closing Date and/or the end of the applicable services period under the Transition Services Agreement or (y) is or will be in receipt of, is eligible to receive, or is in a runout period to become eligible to receive short-term disability benefits or workers’ compensation benefits as of the Closing Date and/or the end of the applicable service period under the Transition Services Agreement and subsequently becomes eligible for long-term disability benefits with respect to the same period of service. Notwithstanding anything such disabling event that occurs prior to the contrary Closing Date and/or the end of the applicable service period under the Transition Services Agreement. Nothing in the foregoing, however, shall alter the operation of Seller’s worker compensation insurance, under which Business Employees will only be able to file claims under Seller’s workers compensation insurance based on workplace injuries that occur prior to the Closing Date; Seller shall have no responsibility for workplace injuries that occur after the Closing Date other than for the provision of disability benefits as specifically contemplated in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided6.6.

Employee Benefit Matters. (a) From To the extent permissible under applicable Law and after the terms of any Parent Benefit Plan as of the Effective Time, the Company, the Surviving Corporation and Parent shall provide all Continuing Employees with comparable types and levels of employee benefits (excluding any defined benefit pension plan and equity award benefits) (“Parent Benefit Plans”), as those provided to similarly-situated employees of Parent. To the extent such employee benefits are provided through Parent Benefit Plans and not the Company Benefit Plans in effect as Plans, then for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any Parent Benefit Plan and to the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered extent permitted by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement Law and the terms of such plansany Parent Benefit Plan and subject to any applicable break in service or similar rule, adopt new benefit plans Parent shall provide service credit, or shall cause service credit to be provided, to Continuing Employees under the Parent Benefit Plans for their period of service with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, except where doing so would cause a duplication of benefits. If benefits are provided under Parent Benefit Plans, to the extent permissible under applicable Law and the terms of any Parent Benefit Plan Parent shall cause any and all pre-existing condition (iior actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Benefit Plan that is a group health plan to be waived with respect to such Continuing Employees and their eligible dependents in accordance with applicable Law and, if the Effective Time occurs on a date other than the last day of a Company Benefit Plan year and such benefits are provided under Parent Benefit Plans, Parent shall provide each employee of the Company or its Subsidiaries them with credit for any co-payments payments, deductibles, and deductibles paid in offsets (or similar payments) made during the Company Benefit Plan year including the Effective Time for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any New Parent Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees they are eligible to participate after the Effective Time. For purposes of this Agreement, a “Continuing Employee” means a Company employee who both (i) remains employed with the Company or its Subsidiaries immediately prior to the Effective Time, and (ivii) provide benefits under medical, dental, vision and similar health and welfare plans that are in continues his or her service with the aggregate no less favorable than those provided to similarly situated employees Surviving Corporation or Parent or any of Parent and its Subsidiaries; provided, however, that in no event shall their respective Subsidiaries at the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedEffective Time.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries in which any director, officer or employee of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms any of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Benefit Plans”). Prior , subject to the Effective Timeapplicable Law and applicable Tax qualification requirements, Parent and shall, or shall cause the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries Surviving Corporation to, with respect to recognize all New Benefit Plans, (i) provide each employee service of the Company or its Subsidiaries Employees with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or any of its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate reflected in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee books and records of the Company or its Subsidiaries with credit Company, as the case may be, for any co-payments vesting, eligibility and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for level of benefits purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under accrual purposes, except for vacation and severance) in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries New Plan in which such employees are Company Employees will be eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit each case except to the extent that it recognizing such service would result in a duplication of benefits with respect benefits. To the extent any Company Employee participates in a New Plan that is a welfare plan or arrangement of Parent or any of its Subsidiaries following the Closing Date (a “Parent Welfare Plan”), Parent and any of its Subsidiaries will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same period of service. Notwithstanding anything extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the contrary Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in this Section 6.8, such Parent shall have no obligation to provide any credit for service, Welfare Plan and (iii) co-payments, payments and deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem paid by Company Employees in the plan year in which the Effective Time occurs to be necessary in order to verify the appropriate credit to be providedcredited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan.

Employee Benefit Matters. (a) From and 1. For a period of 12 months after the Effective TimeClosing Date, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, and subject to applicable Lawlaw, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect Parent shall provide to continuing employees who were employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior immediately prior to the Effective TimeTime (for purposes of this Section 5.15, Parent "affected employees") benefits under welfare plans (as that term is defined in Section 3(1) of ERISA) and tax- qualified pension plans (as that term is defined in Section 3(2) of ERISA) that are substantially comparable in the aggregate to the welfare and tax-qualified pension benefits provided under the Company's Plans (as defined in Section 2.14), other than individual agreements, disclosed in the Company Disclosure Schedule as in effect on the Closing Date. Such employee benefits shall cooperate in reviewingbe made available to such employees without regard to preexisting condition limitations other than any such condition or limitation (including without limitation preexisting condition exclusions, evaluating waiting periods, actively-at-work requirements and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for other similar exclusions and conditions) as to which the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee relevant corresponding Plan of the Company or its Subsidiaries with service or other credit for all limitations provided only a conditional waiver and as to preexisting conditionswhich the employee (or his or her spouse or dependents) had not, exclusions as of the Closing Date, satisfied the relevant conditions for such waiver. For purposes of each employee benefits plan of the Parent or its Subsidiaries (a "Parent plan") that determines an individual's eligibility to become a participant in the Parent plan (an "eligibility requirement") or the extent of a participant's nonforfeitable right to benefits otherwise accrued under the Parent plan (a "vesting requirement") by reference to service for the Parent and waiting periods with respect its Subsidiaries, the Parent plan's eligibility and vesting requirements shall be applied to participation and coverage requirements applicable to employees the extent permitted by law by taking into account for each affected employee such services of such employee for the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately subsidiaries prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service Time as would have been taken into account for purposes of eligibility, the Parent's plan's eligibility and vesting and benefit accruals (but not requirements had such services been performed for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication . The provisions of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent 5.15 shall have no obligation not apply to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless affected employees whose terms and until Parent has received such supporting documentation as Parent conditions of employment are governed by a collective bargaining agreement. 2. The Company may reasonably deem establish a retention pool of up to be necessary a maximum of $650,000 in order to verify retain the appropriate credit services of certain officers and employees through and following the Effective Date. A listing of the individuals proposed to be providedcovered and their respective retention amounts shall be provided by the Company to the Parent for its approval within 90 days following the date of this Agreement, such approval not to be unreasonably withheld. The amounts shall be payable to the individuals, as approved by the Parent pursuant to the immediately preceding sentence, 90 days following the Closing if such individuals have remained employed with the Surviving Corporation or its Subsidiaries through such date, except as set forth in Schedule 5.15(b) of the Parent Disclosure Schedules.

Employee Benefit Matters. (a) From the Closing Date to the first anniversary of the Closing Date (the “Continuation Period”), in the absence of a material decline in the Company’s performance or a reasonable basis to project such a material decline, Buyer will provide or cause the Company or Subsidiaries, as the case may be, to provide the employees of the Company who are employed by the Company immediately prior to Closing and remain employed by the Company or Subsidiaries, as the case may be, immediately after Closing (the Effective Time“Continuing Employees”) base compensation during their period of employment in the Continuation Period that is no less favorable than the base compensation provided to such Continuing Employees immediately prior to the Closing Date and, Company on an individual merit-based determination, with opportunities for cash bonuses and other employee benefits (other than any equity-based compensation) that are substantially similar in the aggregate to those provided to such Continuing Employees under the applicable Employee Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of Closing Date. From and after the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shallClosing Date, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent Buyer will, and will cause its Subsidiaries the Company to, grant Continuing Employees credit for service with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service Subsidiaries, as the case may be, earned prior to the Closing Date: (a) for eligibility and vesting purposes; and (b) for purposes of vacation accrual and severance benefit determinations under any similar benefit or other credit for all limitations as to preexisting conditionscompensation plan, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of program or Contract that may be established or maintained by Buyer or the Company or its Subsidiaries under any New Subsidiaries, as the case may be, during the Continuation Period to replace an Employee Benefit Plan that is a welfare plan that such employees may be eligible to participate in after (the Effective Time“New Plans”), but only to the extent that such employee would receive credit service was credited for the same purpose for such conditions Continuing Employee under the corresponding welfare Employee Benefit Plan as of the Closing Date and would not result in duplication of benefits. Buyer will: (i) 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 Plan that is a group health plan in which any such employee participated immediately prior to the Effective Time, extent waived or satisfied by a Continuing Employee under the corresponding Employee Benefit Plan as of the Closing Date; and (ii) provide each use commercially reasonable efforts to cause any covered expenses incurred on or before the Closing Date by any employee (or employee’s covered dependent) to be taken into account for purposes of the Company or its Subsidiaries with credit for any co-payments satisfying applicable deductible, coinsurance and deductibles paid in satisfying any applicable deductible or maximum out-of-pocket requirements provisions under any New Benefit Plan that in the plan year in which the Closing Date occurs. Nothing contained in this Agreement, express or implied, is a welfare plan that such employees are eligible intended to participate in after the Effective Time, (iii) provide each confer upon any employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible any right to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or continued employment for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedperiod.

Employee Benefit Matters. (a) From During the period beginning on the Closing Date and ending no later than the first anniversary of the Closing Date, Buyer and the Company will, or will cause Buyer’s Affiliates (including, after the Closing, the Group Companies) to, provide each Group Company employee who continues to be employed by Buyer or any of its Affiliates immediately following the Closing (each, a “Continuing Employee”) with (a) a level of base wages or base salary, as applicable, and cash bonus opportunities that, in each case, are substantially similar in the aggregate to those provided to such Continuing Employee immediately prior to the Closing Date and (b) employee benefits (other than equity-based compensation, defined benefit pension plans, or retiree welfare benefits) that are substantially similar in the aggregate to the employee benefits that were provided to such Continuing Employee immediately prior to the Closing Date. Except as may otherwise be required by applicable Law, Buyer and the Company further agree that, from and after the Effective TimeClosing Date, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of Buyer and the Company will, or will cause Buyer’s Affiliates (or their Subsidiaries) covered by such plans at including, after the Effective Time until such time as Parent shall, subject to applicable LawClosing, the terms Group Companies) to, credit all Continuing Employees for all service with the Group Companies earned prior to the Closing Date for purposes of eligibility and vesting and unless otherwise required under applicable Law for purposes of benefit accrual but for this Agreement purpose limited to programs providing vacation entitlement, severance pay, and paid time off under each benefit or compensation plan, program, policy, agreement, or other arrangement that may be established or maintained by Buyer or its Affiliates which is made available to Continuing Employees on or after the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries Closing Date (the “New Benefit Buyer Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At ; provided that if such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be Continuing Employee was eligible to participate in after an analogous Employee Benefit Plan, such service shall be credited under the Effective Time, Buyer Plan only to the extent credited under such analogous Employee Benefit Plan; and provided further, that such employee would receive credit for such conditions service crediting does not result in a duplication of benefits. In addition, Buyer and the Company will use commercially reasonable effort to cause, or cause Buyer’s Affiliates (including, after the Closing, the Group Companies) to, (A) waive all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods, and evidence of insurability requirements under the corresponding welfare plan in which any such employee participated immediately prior all Buyer Plans to the Effective Time, (ii) provide each employee extent waived or satisfied by a Continuing Employee under any corresponding Employee Benefit Plan or Foreign Benefit Plan as of the Company Closing Date and (B) with respect to Employee Benefit Plans that are not Foreign Benefit Plans or its Subsidiaries with credit for respect to Foreign Benefit Plans to the extent required by Law, cause any deductible, co-payments insurance, and deductibles paid in satisfying any applicable deductible or covered out-of-pocket requirements under expenses paid on or before the Closing Date by any New Benefit Plan that is a welfare plan that such employees are eligible Continuing Employee (or covered dependent thereof) to participate in after the Effective Time, (iii) provide each employee with credit for all service be taken into account for purposes of eligibilitysatisfying the corresponding deductible, vesting coinsurance, and benefit accruals (but not for benefit accruals maximum out-of-pocket provisions after the Closing Date under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are applicable Buyer Plan in the aggregate no less favorable than those provided to similarly situated employees year of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedClosing.

Employee Benefit Matters. (a) From and For a period of 12 months after the Effective TimeClosing Date, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, and subject to applicable Lawlaw, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect Parent shall provide to continuing employees who were employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior immediately prior to the Effective TimeTime (for purposes of this Section 5.15, Parent "affected employees") benefits under welfare plans (as that term is defined in Section 3(1) of ERISA) and tax-qualified pension plans (as that term is defined in Section 3(2) of ERISA) that are substantially comparable in the aggregate to the welfare and tax-qualified pension benefits provided under the Company's Plans (as defined in Section 2.14), other than individual agreements, disclosed in the Company Disclosure Schedule as in effect on the Closing Date. Such employee benefits shall cooperate in reviewingbe made available to such employees without regard to preexisting condition limitations other than any such condition or limitation (including without limitation preexisting condition exclusions, evaluating waiting periods, actively-at-work requirements and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for other similar exclusions and conditions) as to which the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee relevant corresponding Plan of the Company or its Subsidiaries with service or other credit for all limitations provided only a conditional waiver and as to preexisting conditionswhich the employee (or his or her spouse or dependents) had not, exclusions as of the Closing Date, satisfied the relevant conditions for such waiver. For purposes of each employee benefits plan of the Parent or its Subsidiaries (a "Parent plan") that determines an individual's eligibility to become a participant in the Parent plan (an "eligibility requirement") or the extent of a participant's nonforfeitable right to benefits otherwise accrued under the Parent plan (a "vesting requirement") by reference to service for the Parent and waiting periods with respect its Subsidiaries, the Parent plan's eligibility and vesting requirements shall be applied to participation and coverage requirements applicable to employees the extent permitted by law by taking into account for each affected employee such services of such employee for the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately subsidiaries prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service Time as would have been taken into account for purposes of eligibility, the Parent's plan's eligibility and vesting and benefit accruals (but not requirements had such services been performed for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication . The provisions of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent 5.15 shall have no obligation not apply to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless affected employees whose terms and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedconditions of employment are governed by a collective bargaining agreement.

Employee Benefit Matters. (a) From and after Parent shall, or shall cause the Effective TimeSurviving Entity to, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect continue to employees of the Company (or their Subsidiaries) covered by such plans at provide immediately following the Effective Time until such time benefits under the Plans which are “employee benefit plans” as Parent shall, subject to applicable Law, the terms defined in Section 3(3) of this Agreement and the terms of such plans, adopt new benefit plans with respect to ERISA which cover employees of the Company and its Subsidiaries each Subsidiary generally and which are in effect at the Effective Time as well as the Plans (other than equity compensation plans) which are in effect at the Effective Time and which cover employees of the Company and each Subsidiary generally (collectively, the “Company Plans”) to the employees of the Surviving Entity at the Effective Time (the “New Company Employees”) or Parent shall, or shall cause the Surviving Entity to, provide benefits under plans which provide benefits which are comparable in the aggregate to the benefits provided under the Company Plans (collectively, the “Parent Benefit Plans”). Prior to If any Company Employees participate in any Parent Benefit Plans following the Effective Time, Parent and shall, or shall cause the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries Surviving Entity to, with respect to all New Benefit Plans, (i) provide each employee recognize all service of the Company Employees with the Company or its Subsidiaries with service or other credit a Subsidiary, as the case may be, for purposes of vacation and severance and participation in, but not for purposes of benefit accrual, in any such Parent Benefit Plan to the extent such services were recognized under any corresponding Company Plan, (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries Employees under any New Parent Benefit Plan that is a Plans which are welfare plan benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the extent that such employee would receive credit for such conditions Effective Time under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, Company Benefit Plan and (iiiii) provide each employee of the Company or its Subsidiaries Employee with credit for any co-payments and deductibles paid prior to the Effective Time under any Company Benefit Plans in satisfying any applicable deductible or out-of-pocket requirements under any New corresponding Parent Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after in immediately following the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and or will cause its Subsidiaries to, with respect the Surviving Corporation to all New Benefit Plans, (i) provide to each employee of the Company prior to the Merger that remains an employee of the Company after the Effective Time (“Continuing Employees”) with employee benefits that are substantially similar in the aggregate to the benefits provided to similarly situated employees of Parent. Parent may or may cause the Surviving Corporation to comply with the prior sentence by either (i) retaining the Company’s Benefit Plans in their form or, in Parent’s discretion, amending such plans as provided therein, or (ii) terminating such plans and enabling the Company’s employees to participate in its Subsidiaries with service employee benefit plans. To the extent permitted pursuant to Parent’s plans, Parent will, or other credit for will cause the Surviving Corporation to: (1) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries Continuing Employees under any New Benefit Plan that is a welfare plan that such employees the Continuing Employees may be eligible to participate in after the Effective Time, Time to the extent that such employee would receive credit for such conditions waived or satisfied under the applicable corresponding welfare plan in which any such employee participated Company Benefit Plan immediately prior to the Effective Time, ; (ii2) provide each employee of the Company or its Subsidiaries Continued Employee with credit for any co-payments and deductibles paid in purposes of satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan plans that such employees are Continued Employee is eligible to participate in after the Effective Time, Time for any co-payments and deductibles paid under a corresponding Company Benefit Plan for the year in which the Effective Time occurs; and (iii3) provide each employee Continued Employee with credit for all purposes for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, affiliates under each employee benefit plan, program, or arrangement of the Parent or its Subsidiaries affiliates in which such employees are Continued Employee is eligible to participate after to the Effective Time, and (iv) provide benefits extent such service was credited for similar purposes under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its SubsidiariesCompany Benefit Plans; provided, however, that in no event shall the employees Continuing Employees be entitled to any credit (A) under any defined benefit pension plan of Parent or its subsidiaries (other than the Surviving Corporation and its subsidiaries) or (B) to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments payments, co-insurance and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective TimeTime for the applicable plan year, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its SubsidiariesCompany, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.85.8, Parent shall have no obligation to provide any credit for service, co-payments, co-insurance, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time subject to their terms and conditions until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “"New Benefit Plans”"). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, subject to the consent of any applicable insurance carrier and to the extent commercially practicable, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, and (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.86.4, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided. Parent has no obligation to provide any employee benefits other than those specified in this subsection. Notwithstanding the foregoing, the Company's deferred compensation plan shall be maintained until at least January 1, 2010.

Employee Benefit Matters. (a) From and after After the Effective TimeClosing Date, Company the Purchaser may, in its sole discretion, continue any or all Medfusion Benefit Plans and Medfusion Benefit Arrangements in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plansAgreement, adopt new benefit plans with respect to employees of Medfusion or any of the Company Subsidiaries and any Medtown South Employee offered employment by the Purchaser and who commences employment with the Purchaser or any Affiliate of the Purchaser on the first Business Day following the Closing Date (collectively, “Continuing Employees”), or permit the Continuing Employees to participate in existing benefit plans of the Purchaser or its Subsidiaries Affiliates (any new plans adopted or existing benefit plans of the Purchaser or any Affiliate of the Purchaser referred to collectively herein as the “New Benefit Plans”). Prior If the Purchaser permits the Continuing Employees to participate in existing benefit plans of the Purchaser or its Affiliates, then to the Effective Time, Parent and extent permitted in the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate applicable New Benefit Plans for Plan and related insurance contracts, the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent Purchaser will, and will cause its Subsidiaries Affiliates to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries Continuing Employee with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries Continuing Employees under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective TimeClosing Date, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective TimeClosing Date, (ii) provide each Continuing Employee with credit for all service for purposes of eligibility and vesting with the Companies, under each employee benefit plan, program, or arrangement of the Company Purchaser or its Subsidiaries Affiliates in which such employees are eligible to participate after the Closing Date, (iii) provide each Continuing Employee with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-out of pocket requirements under any New Benefit Plan that is a welfare plan that such employees are Continuing Employee is eligible to participate in after the Effective Time, Closing Date (iii) provide each employee with credit for provided that such Continuing Employee submits all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with required documentation to the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Timeinsurance carrier), and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent Purchaser and its SubsidiariesAffiliates; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From For purposes of determining eligibility to participate, vesting (excluding equity-based compensation) and benefit accrual (excluding, to the extent permitted by applicable Law, credit for service for benefit accrual under any defined benefit plan) and level of vacation and other paid time off under any benefit plan or arrangement provided, sponsored, maintained or contributed to by Parent, the Surviving Corporation or any of their respective Subsidiaries, Continuing Employees (as defined below) from and after the Effective Time, Time shall receive full credit for service with the Acquired Companies (and with any predecessor employer) to the same extent such same service credit was recognized under the Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shallPlans, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior except to the Effective Time, extent such credit would result in duplication of benefits for the same period of service. Parent and the Company Surviving Corporation shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect use commercially reasonable measures to all New Benefit Plans, (i) provide waive for each employee of the Company Continuing Employee and his or its Subsidiaries with service or other credit for her dependents, all limitations as to preexisting conditionsconditions exclusions, exclusions and waiting periods with respect to participation and coverage requirements and any other restriction that would prevent immediate or full participation applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations, waiting periods or other restrictions that are already in effect with respect to such employees and that have not been satisfied as of the extent that such employee would receive credit Effective Time under any welfare benefit plan maintained for such conditions under the corresponding welfare plan in which any such employee participated Continuing Employees immediately prior to the Effective Time, Time and (ii) provide each employee of the Company Continuing Employee and his or its Subsidiaries her dependents with full credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements for the plan year that includes the Closing Date under any New Benefit Plan that is a welfare plan plans of the Parent, Surviving Corporation or any of their respective Subsidiaries that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in as if there had been a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedsingle continuous employer.

Employee Benefit Matters. (a) From Following the Closing, except as contemplated by this Agreement, Purchaser shall provide generally to officers and after employees (as a group) who are actively employed by the Effective Time, Company Benefit Plans in effect as of Bank on the date of this Agreement shall remain in effect with respect to employees of Closing Date (“Covered Employees”) while employed by Purchaser or the Company (or their Subsidiaries) covered by such plans at Bank following the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Closing Date employee benefits under Employee Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations on terms and conditions which when taken as a whole are comparable to preexisting conditionsthose currently provided by Purchaser Entities to their similarly situated officers and employees, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate including severance benefits in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) accordance with the Company and its Subsidiaries, under each employee benefit plan, program, applicable severance policy of Purchaser (other than to any Covered Employee who is party to individual agreements or arrangement of Parent letters that entitle such person to different severance or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiariestermination benefits); provided, however, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Purchaser Entity. Until such time as Purchaser shall cause the employees Covered Employees to participate in the applicable Purchaser Employee Benefit Plans, the continued participation of the Covered Employees in the Bank Benefit Plans shall be entitled deemed to any credit satisfy the foregoing provisions of this clause (it being understood that participation in Purchaser’s Employee Benefit Plans may commence at different times with respect to each of Purchaser’s Employee Benefit Plans). For purposes of participation, vesting and benefit accrual under Purchaser’s Employee Benefit Plans, the service of the Covered Employees prior to the Closing shall be treated as service with a Purchaser Entity participating in such employee benefit plans, to the same extent that it would result in such service was recognized by the Bank for purposes of a duplication similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8service or (ii) apply for purposes of any plan, Parent shall have no obligation to provide any program or arrangement (A) under which similarly-situated employees of Purchaser Entities do not receive credit for prior service, co-payments(B) that is grandfathered or frozen, deductibles paideither with respect to level of benefits or participation, or (C) for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedpurposes of retiree medical benefits or level of benefits under a defined benefit pension plan.

Employee Benefit Matters. (a) From During the period beginning on the Closing Date and after ending on the Effective Timefirst anniversary of the Closing Date, with respect to any Company employee whose terms and conditions of employment are not governed by the Fabco Collective Bargaining Agreement, Buyer shall cause the Company not to materially reduce the compensation provided to employees of the Company employed by the Company on the Closing Date (including with respect to opportunities for bonus compensation, other than equity grants) and to provide such employees with employee benefits that are substantially similar in the aggregate to the Benefit Plans in effect and other programs or arrangements (excluding any equity arrangements) maintained by the Company and/or its ERISA Affiliates for Company employees as of the date of this Agreement, provided that such employee benefits are available on substantially similar commercial terms to the Company, and provided further that nothing in this Agreement shall remain constrain in effect with respect any way Buyer or the Company’s rights to employees terminate or layoff any employee of the Company. Buyer further agrees that, from and after the Closing Date, Buyer shall cause the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees grant all of the employees who are employed by the Company immediately prior to the Closing Date with credit for any service with the Company earned prior to the Closing Date (a) for eligibility and vesting purposes and (b) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer or the Company or any of its Subsidiaries on or after the Closing Date (the “New Benefit Plans”). Prior to the Effective TimeIn addition, Parent Buyer hereby agrees that Buyer shall take, and shall cause the Company shall cooperate in reviewingto take, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect commercially reasonable steps to all New Benefit Plans, (i) provide each 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 to the extent waived or satisfied by an employee under any Benefit Plan as of the Closing Date and (ii) cause any covered expenses incurred on or before the Closing Date during 2011 by any employee (or covered dependent thereof) of the Company or its Subsidiaries with service or other credit to be taken into account for all limitations as to preexisting conditionspurposes of satisfying applicable deductible, exclusions coinsurance and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or maximum out-of-pocket requirements provisions after the Closing Date under any applicable New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same 2011 calendar year. Nothing contained herein, express or implied, is intended to confer upon any employee of the Company any right to continued employment for any period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paidor constitute an amendment to, or for any purposeother modification of, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedany New Plan or Benefit Plan.

Employee Benefit Matters. Until December 31, 2021, Parent shall provide each individual employed by any Group Company as of immediately prior to Closing who continues to be employed by the Surviving Corporation or any of its Subsidiaries with at least the same salary or hourly wage rate as provided to such employee immediately prior to the Closing Date, with the opportunity to earn annual performance-based bonuses that are at least as favorable in the aggregate as those provided to such employee immediately prior to the Closing Date and with employee benefits (aexcluding equity arrangements, defined benefit pension benefits and post- retirement health benefits) From and after that are at least as favorable in the Effective Time, Company aggregate as the Employee Benefit Plans in effect maintained by each of the Group Companies as of the date of this Agreement Agreement. Parent further agrees that, from and after the Closing Date, Parent shall remain in effect with respect to employees and shall cause the Surviving Corporation and each of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries to grant all of its employees credit for any service with the applicable Group Company earned prior to the Closing Date (a) for eligibility and vesting purposes and (b) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent or the Surviving Corporation or any of its Subsidiaries on or after the Closing Date (the “New Benefit Plans”). Prior to the Effective TimeIn addition, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect use commercially reasonable efforts to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for cause to be waived all limitations as to preexisting conditions, pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods with respect to participation and coverage evidence of insurability requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, Plans to the extent that such waived or satisfied by an employee would receive credit for such conditions under any Employee Benefit Plan as of the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, Closing Date. and (ii) provide each employee of the Company or its Subsidiaries with credit for cause any deductible, co-payments insurance and deductibles paid in satisfying any applicable deductible or covered out-of-pocket requirements under expenses paid on or before the Closing Date by any New Benefit Plan that is a welfare plan that such employees are eligible employee (or covered dependent thereof) of any Group Company to participate in after the Effective Time, (iii) provide each employee with credit for all service be taken into account for purposes of eligibilitysatisfying the corresponding deductible, vesting coinsurance and benefit accruals (but not for benefit accruals maximum out-of-pocket provisions after the Closing Date under any defined benefit pension plan) with applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, confers upon any employee of any Group Company and its Subsidiaries, under each any right to continued employment for any period or continued receipt of any specific employee benefit plan, programbenefit, or arrangement shall constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan. Parent agrees that Parent and the Surviving Corporation shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. The Surviving Corporation shall be responsible for any severance payments which become payable as a result of the termination of any officer, director or employee of a Group Company (i) following the Closing and (ii) at the request of Parent or any of its Subsidiaries in which such employees are eligible to participate after the Effective Time, and Affiliates (ivincluding Merger Sub) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit prior to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedClosing.

Employee Benefit Matters. (a) From The Surviving Corporation shall provide the Company Employees retained by the Surviving Corporation with employee benefits no less favorable in the aggregate than the better of (i) benefits provided to Buyer’s similarly situated employees and (ii) benefits provided to Company Employees under the Company Benefit Plans and Company Benefit Agreements; provided that the Surviving Corporation shall be under no obligation to retain any Company Employee or group of Company Employees (subject to Applicable Law and the severance terms or other provisions of existing employment agreements), and provided that clause (ii) above shall terminate six (6) months after the Closing Date. With respect to each employee benefit plan of Buyer or the Surviving Corporation (collectively, “Buyer Benefit Plan”) in which Company Employees participate after the Effective Time, Company Benefit Plans in effect as for all purposes (other than benefit accrual under a defined benefit pension plan), including for purposes of the date of this Agreement shall remain in effect entitlement to severance benefits and vacation or other leave entitlement, service with respect to employees of the Company (or their Subsidiariespredecessor employers to the extent the Company provides past service credit) covered by such plans at the Effective Time until such time shall be treated as Parent shall, subject to applicable Law, the terms of this Agreement service with Buyer and the terms of such plansSurviving Corporation; provided, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may service shall not be eligible to participate in after the Effective Time, recognized to the extent that such employee recognition would receive credit for result in a duplication of benefits or to the extent that such conditions service was not recognized under the corresponding welfare plan in which Company Benefit Plan, nor shall it be recognized with respect to any equity incentive award granted on or after the Closing Date. To the extent (A) permitted by Applicable Law and (B) that Company Employees are covered by the Buyer Benefit Plan, Buyer shall cause any and all pre-existing conditions, eligibility waiting periods and evidence of insurability requirements under the Buyer Benefit Plan to be waived with respect to such employee participated immediately prior to the Effective Time, (ii) Company Employees and their eligible dependents and shall provide each employee of the Company or its Subsidiaries them with credit for any co-payments payments, deductibles, and deductibles paid in offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any New Buyer Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees they are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From For purposes of vesting, eligibility to participate, and after level of benefits under the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such benefit plans, adopt new benefit plans with respect to employees programs, contracts or arrangements of Parent or any of its Subsidiaries (including, following the Closing, the Company and its Subsidiaries Subsidiaries) providing benefits to any Continuing Employee after the Closing (the “New Benefit Post-Closing Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of who continues to be employed by Parent, the Company or its any of their respective Subsidiaries immediately following the Closing (“Continuing Employees”) shall be credited with his or her years of service or other credit for all limitations as to preexisting conditionswith Parent, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its any of their respective Subsidiaries under any New Benefit Plan and their respective predecessors; provided, however, that is a welfare plan that such employees may be eligible to participate in after the Effective Time, foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, for purposes of each Post-Closing Plan providing medical, dental, pharmaceutical and/or vision benefits to a Continuing Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such employee would receive credit Post-Closing Plan to be waived for such Continuing Employee and his or her covered dependents to the extent and unless such conditions would have been waived or satisfied under the corresponding welfare employee benefit plan whose coverage is being replaced under the Post-Closing Plan, and Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by a Continuing Employee and his or her covered dependents during the portion of such plan year in which any coverage is replaced with coverage under a Post-Closing Plan to be taken into account under such employee participated immediately prior Post-Closing Plan with respect to the Effective Timeplan year in which participation in such Post-Closing Plan begins for purposes of satisfying all deductible, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments coinsurance and deductibles paid in satisfying any applicable deductible or maximum out-of-pocket requirements under any New Benefit Plan that is a welfare applicable to such Continuing Employee and his or her covered dependents for such plan that year as if such employees are eligible to participate amounts had been paid in after the Effective Time, (iii) provide each employee accordance with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, coPost-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedClosing Plan.

Employee Benefit Matters. (a) From and Buyer agrees to offer employment for a period of at least six months beginning on the Closing Date (unless terminated for cause) to substantially all Seller's employees actively employed at the Refinery. Neither Buyer nor Valero will be responsible for any severance obligations for Seller employees who are not offered employment or for any Seller employee who does not accept employment with Buyer (each a "Retained Employee"). Buyer shall offer to any employee of Seller who commences employment with Buyer on or after the Effective Time, Company Closing Date (each a "Transferred Employee") participation after the Closing Date in Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect maintained by Valero and provided generally to Valero's own similarly situated employees of the Company (each a "Buyer Plan"). On or their Subsidiaries) covered by such plans at prior to the Effective Time until such time as Parent shallDate, subject to applicable Law, Buyer will have provided Seller with summaries of the terms of this Agreement and the Buyer Plans as in effect on the Effective Date, which plans may thereafter be amended, modified or terminated by Buyer in accordance with the terms of such plans. For the purposes of determining benefit entitlement and eligibility under any Buyer Plan for any Transferred Employee, adopt new Buyer shall grant to such Transferred Employee credit for his or her service with Seller for all purposes of such Buyer Plan (other than the accrual of benefits under a defined benefit plans pension plan and any entitlement to benefits under a Buyer retiree medical or life insurance plan) for which such service was recognized by Seller for employee benefit plan purposes. With respect to any Buyer Plan that provides group health, life or disability benefits that Buyer offers to any Transferred Employee, Buyer shall cause such Buyer Plan to waive any exclusions or limitations with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company pre-existing conditions or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect as are necessary to participation and provide immediate coverage requirements applicable to employees of the Company or its Subsidiaries under any New if such Transferred Employee was covered by a comparable Benefit Plan that is of Seller (a welfare plan that such employees may be eligible to participate in after the Effective Time, "Seller Benefit Plan(s)") and to the extent that such employee would receive credit for such conditions similar restrictions were not applicable under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New comparable Seller Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedPlan.

Employee Benefit Matters. (a) From and after To the Effective Time, Company Benefit Plans in effect as extent that an employee of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries immediately prior to the Closing (collectively, the “New Covered Employees”) becomes eligible to participate in an employee benefit plan maintained by Parent or any of its Subsidiaries (other than Company or its Subsidiaries) following the Closing, Parent shall cause such employee benefit plan to recognize the service of such Covered Employee with Company or its Subsidiaries for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent that such service was recognized immediately prior to the Effective Time under a corresponding Company Benefit Plans”). Prior Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time, Parent and the Company ; provided that such recognition of service shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with not (i) operate to duplicate any benefits of a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, Covered Employee with respect to all New Benefit Plansthe same period of service, (iii) provide each employee apply for purposes of the Company any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan or (iii) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Parent and its Subsidiaries with do not receive credit for prior service or other credit for all limitations as to preexisting conditions(B) that is grandfathered or frozen, exclusions and waiting periods either with respect to participation and coverage requirements applicable level of benefits or participation. With respect to employees any health care, dental or vision plan of the Company Parent or any of its Subsidiaries under (other than Company and its Subsidiaries) in which any New Benefit Plan that Covered Employee is a welfare plan that such employees may be eligible to participate participate, for the plan year in after the Effective Timewhich such Covered Employee is first eligible to participate, Parent shall (x) cause any preexisting condition limitations or eligibility waiting periods under such Parent or Subsidiary plan (excluding any Company Benefit Plan) to be waived with respect to such Covered Employee to the extent that such employee limitation would receive credit for such conditions have been waived or satisfied under the corresponding welfare plan Company Benefit Plan in which any such employee Covered Employee participated immediately prior to the Effective Time, and (iiy) provide each employee recognize any health care, dental or vision expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or and annual out-of-pocket expense requirements under any New Benefit Plan that is a welfare such health, dental or vision plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or any of its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to excluding any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedCompany Benefit Plan).

Employee Benefit Matters. (a) From At the sole discretion of Purchaser, Purchaser may maintain the Company’s health and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such welfare plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to for Persons who are employees of the Company and its Subsidiaries immediately before the Effective Time and whose employment is not terminated before the Effective Time (a “Continuing Employee”) through the “New Benefit Plans”)end of the calendar year in which the Effective Time occurs. Prior Notwithstanding the foregoing, if Purchaser determines to terminate one or more of the Company’s health and/or other welfare plans, then, at the request of Purchaser, made at least thirty (30) days before the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries shall adopt resolutions, to the extent required, providing that the Company’s applicable health and welfare plans will be terminated effective immediately before the Effective Time (or such later date as requested by Purchaser in writing or as may be required to comply with service any applicable advance notice or other credit requirements contained in such plans or provided for by law) and shall arrange for termination of all limitations as corresponding insurance policies, service agreements and related arrangements effective on the same date to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees the extent not prohibited by the terms of the Company arrangements or its Subsidiaries applicable law. Notwithstanding the foregoing, no coverage of any of the Continuing Employees or their dependents shall terminate under any New Benefit Plan that is a of the Company’s health and welfare plan that such employees may be plans before the time the Continuing Employees or their dependents, as applicable, become eligible to participate in after the Effective Timehealth and welfare plans, programs and benefits common to similarly- situated employees of Purchaser and its Subsidiaries and their dependents and, consequently, no Continuing Employee shall experience a gap in coverage. Subject to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior provisions of this Section 5.11, Continuing Employees shall, if applicable, be subject to the Effective Timeemployment terms, (ii) provide each employee conditions and rules applicable to other similarly situated employees of the Company Purchaser. Purchaser shall use commercially reasonable efforts to ensure that Continuing Employees who become covered under health and welfare plans, programs and benefits of Purchaser or any of its Subsidiaries with shall (i) receive credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar Company’s health and welfare plans that are for the plan year in the aggregate no less favorable than those provided to similarly situated employees of Parent which coverage commences under Purchaser’s health and its Subsidiaries; provided, however, that in no event welfare plans and (ii) shall the employees not be entitled subject to any credit to the extent that it would result pre-existing conditions under any such plans or arrangements, in a duplication of benefits with respect each case, to the same period of service. Notwithstanding anything extent as applied under the Company’s health and welfare plans immediately prior to the contrary Effective Time. Company employees who are not Continuing Employees and their qualified beneficiaries will have the right to continued coverage under group health plans of Purchaser only in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedaccordance with COBRA.

Employee Benefit Matters. (a) From During the period beginning on the Closing Date and ending on the [*] of the Closing Date, Buyer shall provide employees of the Group Companies who are employed by any Group Company from and after the Effective TimeClosing with compensation that is, Company in the aggregate, no less favorable in any material respect than the compensation provided to such employees immediately prior to the Closing Date (including with respect to opportunities for cash-based bonus compensation and post-termination severance pay) and with employee benefits that are at least substantially similar in the aggregate to the Employee Benefit Plans in effect and other benefit plans, programs or arrangements maintained by Seller and the Group Companies as of the date of this Agreement shall remain in effect (other than with respect to equity compensation). Buyer further agrees that, from and after the Closing Date, Buyer shall and shall cause each Group Company to grant all of its employees credit for any service with any Group Company earned prior to the Closing Date (i) for eligibility and vesting purposes and (ii) for purposes of the vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer or a Group Company (or any of its or their Subsidiaries) covered by such plans at Subsidiaries on or after the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries Closing Date (the “New Benefit Plans”). Prior In addition, Buyer hereby agrees that Buyer shall (A) cause to the Effective Timebe waived all pre-existing condition exclusion and actively-at-work requirements and similar limitations, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and eligibility waiting periods with respect to participation and coverage evidence of insurability requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, Plans to the extent that such waived or satisfied by an employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee Employee Benefit Plan as of the Company or its Subsidiaries with credit for Closing Date and (B) cause any deductible, co-payments insurance and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under covered expenses paid on or before the Closing Date by any New Benefit Plan that is a welfare plan that such employees are eligible employee (or covered dependent thereof) of any Group Company to participate in after the Effective Time, (iii) provide each employee with credit for all service be taken into account for purposes of eligibilitysatisfying applicable deductible, vesting coinsurance and benefit accruals (but not for benefit accruals maximum out-of-pocket provisions after the Closing Date under any defined benefit pension plan) with applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer upon any employee of any Group Company and its Subsidiaries, under each any right to continued employment for any period or continued receipt of any specific employee benefit plan, programbenefit, or arrangement shall constitute an amendment to or any other modification of Parent any New Plan or its Subsidiaries Employee Benefit Plan. Nothing in which such employees are eligible this Section 6.9 is intended to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are create any third-party beneficiary rights in the aggregate no less favorable than those provided to similarly situated employees any current or former employee or director of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits Group Company with respect to any Employee Benefit Plan, New Plan or any plans or agreements which provide for executive compensation. Buyer agrees that Buyer and the same period Group Companies shall be solely responsible for satisfying the continuation coverage requirements of serviceSection 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. Notwithstanding anything to the contrary Nothing in this Section 6.86.9 shall be deemed to limit the right of Buyer, Parent shall have no obligation the Company or any of their respective Affiliates to provide terminate the employment of any credit for service, co-payments, deductibles paid, or for employee at any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedtime.

Employee Benefit Matters. (a) From and after To the Effective Time, extent that an employee of Company Benefit Plans in effect as of or a Company Subsidiary immediately prior to the date of this Agreement shall remain in effect with respect to employees of the Company Closing (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Lawcollectively, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit PlansCovered Employees”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be becomes eligible to participate in after an employee benefit plan maintained by Parent or any of its Subsidiaries following the Effective TimeClosing (other than any employee benefit plans maintained by Company or any Company Subsidiary immediately prior to the Closing and continued following the Closing), Parent shall cause such employee benefit plan to recognize the service of such Covered Employee with Company or any Company Subsidiary for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent that such employee would receive credit for such conditions service was recognized immediately prior to the Effective Time under the a corresponding welfare plan Company Benefit Plan in which any such employee participated Covered Employee was eligible to participate immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan ; provided that such employees are eligible recognition of service shall not: (i) operate to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes duplicate any benefits of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits Covered Employee with respect to the same period of service; (ii) apply for purposes of any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan; or (iii) apply for purposes of any plan, program or arrangement: (A) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service; or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. Notwithstanding anything With respect to any health care plan of Parent or any of its Subsidiaries (other than Company and the contrary Company Subsidiaries) in this Section 6.8which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, Parent shall have no obligation make commercially reasonable efforts to provide cause any credit for service, co-payments, deductibles paid, preexisting condition limitations or for eligibility waiting periods under such Parent or Subsidiary plan (excluding any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem Company Benefit Plan) to be necessary waived with respect to such Covered Employee to the extent that such limitation would have been waived or satisfied under the Company Benefit Plan in order which such Covered Employee participated immediately prior to verify the appropriate credit to be providedEffective Time.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement CVBF shall remain in effect with respect to provide employees of the Company FCBS Bank (“FCBS Employees”) who continue as employees of CVBF or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new CVBF Bank with employee benefit plans with respect to employees of the Company and its Subsidiaries (the “New CVBF Benefit Plans”)) no less favorable in the aggregate than those provided to similarly situated employees of CVBF or CVBF Bank. Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with With respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New CVBF Benefit Plan that is a welfare plan that such employees may be eligible to in which FCBS Employees participate in after the Effective Time, for purposes of determining vesting and entitlement to benefits (including severance benefits and vacation entitlements) thereunder, but not for purposes of benefit accrual under any retirement plan, service with FCBS Bank shall be treated as service with CVBF; provided, that such service shall not be recognized to the extent that such employee recognition would receive credit for result in a duplication of benefits or to the extent that such conditions service was not recognized under a corresponding FCBS Benefit Plan. Except to the corresponding welfare plan in which any such employee participated immediately prior extent that CVBF provides written notice to FCBS to the contrary, FCBS shall terminate, as of the Effective Time, (ii) each FCBS Benefit Plan that provides medical, dental and other similar benefits. If applicable and to the extent possible under CVBF Benefit Plans that provide each employee medical, dental or other similar benefits, CVBF shall cause to the extent permissible any and all pre-existing condition limitations, eligibility waiting periods and evidence of the Company or its Subsidiaries insurability requirements under any CVBF Benefit Plans to be waived with respect to such FCBS Employees and their eligible dependents and shall provide them with credit for any co-payments payments, deductibles, and deductibles paid in offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any New CVBF Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries Plans in which such employees they are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From During the period beginning on the Closing Date and after ending on the Effective Time, Company Benefit Plans in effect as first anniversary of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective TimeClosing Date, Parent and the Company Merger Sub shall cooperate in reviewingprovide, evaluating and analyzing Company Benefit Plans or cause to be provided, each Internal Employee with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company an annual base salary or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions wage rate and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan target annual cash incentive compensation that is a welfare plan that such employees may be eligible no less favorable than the annual base salary or wage rate and target annual cash incentive compensation provided to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, Closing Date and (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are either (A) at least substantially similar in the aggregate no less favorable than those to the employee benefits provided to such employee immediately prior to the Closing Date or (B) the same as the employee benefits provided to similarly situated employees of Parent and its Subsidiaries; . With respect to each employee of the Group Companies who is not an Internal Employee, Parent and Merger Sub shall provide, or cause to be provided, howeversuch employee with compensation in accordance with the terms and conditions of the applicable client Contract, and employee benefits during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date that are either (A) at least substantially similar in no event the aggregate to the employee benefits provided to such employee immediately prior to the Closing Date or (B) the same as the employee benefits provided to similarly situated employees of Parent and its Subsidiaries. Parent and Merger Sub further agree that, from and after the Closing Date, Parent and Merger Sub shall, or shall cause their applicable Subsidiaries to, grant all employees of each Group Company credit for all service with any Group Company (or any predecessor) (a) for eligibility and vesting purposes and (b) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent, Merger Sub or a Group Company or any of its or their Subsidiaries on or after the employees Closing Date (the “New Plans”), but excluding benefit accrual under any defined benefit pension plan. In addition, Parent hereby agrees that Parent shall, or shall cause its applicable Subsidiary to, use commercially reasonable efforts to (i) cause to be entitled waived all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an employee under any credit Employee Benefit Plan as of the Closing Date and (ii) cause any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Notwithstanding the foregoing, to the extent that it would result in a duplication any cash-based bonus amounts under any Employee Benefit Plan or other bonus plan or arrangement are accrued and unpaid as of benefits with respect the Closing Date, Parent shall cause such bonuses to be paid to the same period applicable recipients of servicesuch bonuses in the ordinary course of business consistent with the terms of such Employee Benefit Plan or other bonus plan or arrangement. Notwithstanding anything Nothing contained herein, express or implied, shall constitute an amendment to any Employee Benefit Plan. Parent agrees that Parent and the contrary Group Companies shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulations Section 54.4980B-9. Nothing in this Section 6.86.9 shall be deemed to (A) limit the right of any Group Company or any of its respective Affiliates to terminate the employment of any employee at any time or (B) require Parent, Parent shall have Merger Sub or any of their Subsidiaries to continue any Employee Benefit Plan or other employee benefit or compensation plan or arrangement or prevent the amendment, modification or termination thereof following the Closing. The provisions of this Section 6.9 are solely for the benefit of the parties to this Agreement, and no obligation to provide employee or other individual service provider of any credit for service, co-payments, deductibles paidGroup Company (including any beneficiary or dependent thereof), or any other Person, shall be regarded for any purposepurpose as a third-party beneficiary of this Agreement, unless and until Parent has received no provision of this Section 6.9 shall create such supporting documentation as Parent may reasonably deem to be necessary rights in order to verify the appropriate credit to be providedany such Persons.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries in which any director, officer or employee of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms any of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Benefit Plans”). Prior , subject to the Effective Timeapplicable Law and applicable Tax qualification requirements, Parent and shall, or shall cause the Final Surviving Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to recognize all New Benefit Plans, (i) provide each employee service of the Company or its Subsidiaries Employees with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or any of its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate reflected in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee books and records of the Company or its Subsidiaries with credit Company, as the case may be, for any co-payments vesting, eligibility and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for level of benefits purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under accrual purposes, except for vacation and severance) in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries New Plan in which such employees are Company Employees will be eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit each case except to the extent that it recognizing such service would result in a duplication of benefits with respect benefits. To the extent any Company Employee participates in a New Plan that is a group health of Parent or any of its Subsidiaries following the Closing Date (a “Parent Welfare Plan”), Parent and any of its Subsidiaries will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same period of service. Notwithstanding anything extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the contrary Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in this Section 6.8such Parent Welfare Plan and (iii) co-payments and deductibles paid by Company Employees in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent shall have no obligation will use reasonable efforts to provide any credit arrange for servicetransition care, cowhereby such Company Employee may complete the applicable course of treatment with the pre-payments, deductibles paid, Closing physician or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary other service provider at “in order to verify the appropriate credit to be providednetwork” rates.

Employee Benefit Matters. With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any Parent Subsidiary (acollectively, the "Parent Benefit Plans") From and after in which any director, officer or employee of the Effective TimeCompany, any Company Benefit Plans in effect Subsidiary or, to the extent permitted under applicable law, any Company P.C. (the "Company Employees") will participate effective as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and shall, or shall cause the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries Surviving Corporation to, with respect to recognize all New Benefit Plans, (i) provide each employee service of the Company or its Subsidiaries Employees with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees Company Subsidiary, as the case may be eligible to participate in after the Effective Timebe, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibilityvacation, vesting severance, vesting, eligibility and benefit accruals (participation in, but not for purposes of benefit accruals under accrual, in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries Benefit Plan in which such employees are Company Employees may be eligible to participate after the Effective Time. To the extent that Parent elects to provide health, life or disability benefits to Company Employees under Parent Benefit Plans after the Effective Date, then Parent shall take appropriate action to (i) waive all waiting periods, pre-existing conditions or requirements for evidence of insurability and (ivii) provide benefits give credit under medicalsuch Parent Benefit Plans for all deductibles co-pays and out-of-pocket expense limitations for each Company Employee and their eligible dependents who were covered by a similar Company Benefit Plan immediately prior thereto. However, dental, vision Parent shall only be required to give credit as provided in clause (ii) of the immediately preceding sentence only if the Company or a Company Employee (through a third party administrator or otherwise) first provides Parent with evidence of the year-to-date deductibles paid and out-of-pocket expenses incurred by such Company Employee and their covered dependents under the similar health Company Benefit Plans. Prior to the Effective Time and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to applicable, the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paidCompany Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered person of the Company for any purpose, unless purposes of Section 16 of the Exchange Act and until Parent has received such supporting documentation as Parent may reasonably deem the rules and regulations thereunder ("Section 16") of shares of Company Common Stock or options to acquire Company Common Stock pursuant to this Agreement and the Merger shall be necessary in order to verify the appropriate credit to be providedan exempt transaction for purposes of Section 16.

Employee Benefit Matters. (a) From During the period beginning on the Closing Date and after ending on the Effective Timefirst anniversary of the Closing Date, Parent shall provide, or shall cause the Surviving Company to provide, employees who continue to be employed by the Group Companies (collectively, “Continuing Employees”) with the same salary or hourly wage rate and annual and long term incentive compensation opportunities (excluding equity incentive or severance opportunities or any change in control bonus, or transaction bonus benefits or other Severance Payments) provided to such Continuing Employees immediately prior to the Closing Date and with employee benefits that are substantially similar in the aggregate to the employee benefits provided under Company Employee Benefit Plans or under any other benefit or compensation plan, program, agreement or arrangement in effect which such Continuing Employees participated as of the date of this Agreement shall remain Agreement. Except as set forth in effect with respect to employees of Section 6.05(b), Parent further agrees that, from and after the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Closing Date, Parent shall, subject to applicable Law, and shall cause the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Surviving Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to grant all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other Continuing Employees credit for all limitations as to preexisting conditions, exclusions and waiting periods any service with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately Group Companies earned prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit Closing Date for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting vesting, and benefit accruals accrual purposes (but not for excluding benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, severance benefit determinations in each case under each employee any benefit or compensation plan, program, agreement or arrangement of Parent or its Subsidiaries in which such employees are eligible the Continuing Employees commence to participate on or after the Effective TimeClosing Date (collectively, the “New Plans”), except: (i) for any New Plan as to which employees who are similarly situated to the Continuing Employees are not provided credit for any period of service prior to the first date for which any period of service is credited under such New Plan, or (ii) as would result in duplication of benefits or require the Surviving Company to violate the terms of any such plan, program, agreement, or arrangement. In addition, Parent shall use commercially reasonable efforts to (A) 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 to the extent waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan or under any other benefit or compensation plan, program, agreement or arrangement as of the date on which commencement of participation in such New Plan begins, and (ivB) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to cause any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for servicedeductible, co-payments, deductibles paid, insurance and covered out-of-pocket expenses paid during the calendar year in which commencement of participation in such New Plan begins and prior to such commencement of participation by any Continuing Employee (or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem covered dependent thereof) to be necessary taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions under such New Plan in order to verify the appropriate credit to be providedyear of initial participation.

Employee Benefit Matters. (a) From and after the Effective TimeClosing Date, Buyer may, and may cause the Company and each Acquired Subsidiary to, maintain all employees on the Company’s current Employee Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shallBuyer, subject in its sole discretion, elects to applicable Law, the terms of this Agreement and the terms of integrate such plans, adopt new employees to Buyer’s employee benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to From and after the Effective TimeClosing Date, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent Buyer will, and will cause its Subsidiaries the Company and each Acquired Subsidiary to, grant all employees credit for any service with respect the Company or any Acquired Subsidiary earned prior to all the Closing Date: (a) for eligibility and vesting purposes; and (b) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program or Contract that may be established or maintained by Buyer, the Company or any Acquired Subsidiary on or after the Closing Date (the “New Benefit Plans”). Employees will not be eligible for Buyer’s closed retiree health program, the Buyer’s closed pension plan, or the Buyer’s defined contribution plan. Buyer will: (i) provide each 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 to the extent waived or satisfied by an employee under any Employee Benefit Plan as of the Closing Date and (ii) cause any covered expenses incurred on or before the Closing Date by any employee (or covered dependent thereof) to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any New Plan. Nothing contained herein, express or implied, is intended to confer upon any employee of the Company or its Subsidiaries with service or other credit for all limitations as any Acquired Subsidiary any right to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit continued employment for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedperiod.

Employee Benefit Matters. (a) From Commencing on the Closing Date and after continuing through December 31, 2005, except as otherwise contemplated by the Effective Time, employment agreements to be executed by certain Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect employees pursuant to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and Agreement, Parent shall cause the terms of such Surviving Corporation to continue to maintain the Company’s employee compensation levels, benefit plans, adopt new programs, policies, and arrangements currently in effect (including but not limited to the Company’s retention, severance and termination agreements). Parent shall cause each employee benefit plans with respect plan of Parent that is made available to employees of the Company and its Subsidiaries after the Closing Date to recognize each employee’s tenure with the Company and its Subsidiaries for purposes of eligibility, vesting and retirement (but not for purposes of benefit accrual), and for purposes of determining the “New Benefit Plans”). Prior amount of benefits under any applicable sick leave, vacation, severance or other welfare plan, in each case, to the Effective Time, Parent and extent permitted under the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At terms of such time plan or plans as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for Agreement Date. Parent shall cause to be waived all limitations as to preexisting conditionscondition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees of the Company or and its Subsidiaries under any New Benefit Plan plan of Parent and its Affiliates that is a welfare healthcare plan that and in which such employees may be are eligible to participate in after the Effective TimeClosing Date, to the extent that such employee would receive credit limitation or exclusion was waived or such waiting period was satisfied under any healthcare plan maintained for such conditions under employees by the corresponding welfare plan in which any such employee participated Company immediately prior to the Effective TimeClosing Date, (ii) provide in each employee case, to the extent permitted under the terms of such plan or plans as of the Agreement Date. Parent shall cause each healthcare plan of Parent and its Affiliates that is made available to employees of the Company or and its Subsidiaries after the Closing Date to provide each such employee with credit for any co-payments payments, deductibles and deductibles any other out-of-pocket expenses paid under any healthcare plan of the Company and its Subsidiaries in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare of such plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; providedAffiliates, howeverin each case, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication permitted under the terms of benefits with respect to such plan or plans as of the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedAgreement Date.

Employee Benefit Matters. (a) From the Closing Date through the first anniversary thereof (the “Continuation Period”), Parent shall maintain or cause to be maintained life insurance, accidental death and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement disability and the terms of such plans, adopt new medical benefit plans with respect to for the benefit of employees of the (as a group) who are actively employed by Company and its Subsidiaries (on the “New Benefit Plans”). Prior Closing Date and continue to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in actively employed after the Effective TimeTime (“Covered Employees”) that provide life insurance, accidental death and disability and medical benefits (while a Covered Employee is employed during the Continuation Period) that, in the aggregate, are substantially comparable to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Timelife insurance, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments accidental death and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting disability and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide medical benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided generally made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), as applicable; provided that until such time as Parent shall cause Covered Employees to participate in the life insurance, accidental death and disability and medical benefit plans that are made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), a Covered Employee’s continued participation in life insurance, accidental death and disability and medical benefit plans of Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in any different Parent plans may commence at different times). For the avoidance of doubt, during the Continuation Period, each Covered Employee shall, subject to meeting the applicable eligibility requirements, be eligible to receive benefits upon qualifying terminations of employment that are consistent with the terms of Parent’s standard severance policy for its employees (the “Salary Continuation Policy”) (and not pursuant to the terms of any severance plan or policy maintained by Company) ; provided, however, that any Covered Employees who are eligible to receive severance benefits, change in no event shall the employees be entitled control benefits or any enhanced payments pursuant to any credit individual employment arrangement, change in control arrangement or deferred compensation plan shall not be eligible to receive severance benefits under the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedSalary Continuation Policy.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement The Surviving Corporation shall remain in effect with respect to provide employees of the Company and its Subsidiaries retained by the Surviving Corporation with employee benefits no less favorable in the aggregate than either (i) those benefits provided to Parent's similarly situated employees, or their Subsidiaries(ii) covered those benefits provided by such plans at the Effective Time until such time as Parent shall, Company immediately prior to the Closing Date; provided that the Surviving Corporation shall be under no obligation to retain any employee or group of employees of the Company or its Subsidiaries (subject to applicable Law, the severance terms or other provisions of this Agreement and existing employment agreements listed in Section 3.12(d) of the terms of such plans, adopt new benefit plans with Company Letter). With respect to each employee benefit plan of Parent or the Surviving Corporation (collectively, "Parent Benefit Plan") in which employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the "Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (iEmployees") provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, for purposes of determining vesting and entitlement to benefits, including for severance benefits and vacation or other leave entitlement, service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent and the Surviving Corporation; provided, that such service shall not be recognized to the extent that such employee recognition would receive credit for result in a duplication of benefits or to the extent that such conditions service was not recognized under the corresponding welfare plan in which Company Plan, nor shall it be recognized with respect to any such employee participated immediately prior equity incentive award granted on or after the Closing Date. To the extent (A) permitted by Applicable Law and by the Parent Benefit Plan that may cover any Company Employees and (B) to the Effective Timeextent that Company Employees are covered by the Parent Benefit Plans, Parent shall cause any and all pre-existing condition (iior actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under Parent Benefit Plans to be waived with respect to such Company Employees and their eligible dependents and shall provide each employee of the Company or its Subsidiaries them with credit for any co-payments payments, deductibles, and deductibles paid in offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any New Parent Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries Plans in which such employees they are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. During the period beginning on the Closing Date and ending on the first (a1st) From and after the Effective Time, Company Benefit Plans in effect as anniversary of the date of this Agreement shall remain in effect with respect Closing Date or, if earlier, until the applicable employee ceases to be employed by the Company immediately following the Closing, Buyer will cause the Company to provide employees of the Company actively employed by the Company as of the Closing and who continue to be employed by the Company with (a) substantially similar base wages or their Subsidiariesbase salary, as applicable, and cash bonus opportunities as were provided to such employees immediately prior to the Closing Date and (b) covered by such plans at the Effective Time until such time as Parent shallemployee benefits (other than equity-based arrangements, subject to applicable Lawdefined benefit pension plans, or retiree welfare benefits, or retention or change in control compensation or benefits, including, without limitation, the terms of this Agreement Stock Tracking Unit Agreements) that are substantially similar in the aggregate to the employee benefits that were provided to such employees immediately prior to the Closing Date. Buyer further agrees that, from and after the terms of such plansClosing Date, adopt new benefit plans with respect to employees of Buyer will cause the Company to grant all of its employees credit for any service with the Company earned prior to the Closing Date (i) for eligibility to participate and vesting purposes (but not for purposes of benefit accruals under a defined benefit plan or vesting pursuant to equity incentive plans) and (ii) for purposes of vacation accrual and severance benefit determinations under any 57 benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer or any of its Subsidiaries Subsidiaries, including the Company on or after the Closing Date (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective TimeIn addition, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which Buyer or its Affiliates modifies any such employee participated immediately prior to the Effective Time, (ii) provide each employee coverage or benefit plans covering employees of the Company that provide benefits similar to an Employee Benefit Plan during the plan year that includes the Closing, Buyer will (A) 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 Plan to the extent waived or its Subsidiaries satisfied by an employee under the similar Employee Benefit Plan as of the Closing Date and (B) cause, with credit for respect to any New Plan that is a group health plan, any deductible, co-payments insurance and deductibles paid in satisfying any applicable deductible or covered out-of-pocket requirements under expenses paid on or for that portion of the group health plan year before the Closing Date by any New Benefit Plan that is a welfare plan that such employees are eligible employee (or covered dependent thereof) of the Company to participate in after the Effective Time, (iii) provide each employee with credit for all service be taken into account for purposes of eligibilitysatisfying the corresponding deductible, vesting coinsurance and benefit accruals (but not for benefit accruals maximum out-of-pocket provisions after the Closing Date under any defined benefit pension plansuch New Plan in the year of initial participation (without duplication for the same period of coverage), except to the extent the consent of a third party, such as an insurer, is required and such consent cannot be obtained through commercially reasonable efforts. Nothing contained herein, express or implied, (x) is intended to confer upon any employee of the Company any right to continued employment for any period or continued receipt of any specific employee benefit, or will constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan, (y) shall, subject to compliance with the Company and its Subsidiariesforegoing provisions of this Section 6.8, under each employee alter or limit Buyer’s or the Company’s ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paidarrangement, or for (z) is intended to confer upon any purposeindividual (including employees, unless and until Parent has received such supporting documentation retirees, or dependents or beneficiaries of employees or retirees) any right as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provideda third party beneficiary of this Agreement.

Employee Benefit Matters. (a) From and after Immediately following the Effective Time, Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of any Group Company who continues to be employed by Parent, the Surviving Corporation or any of their Subsidiaries immediately following the Effective Time (each, a “Continuing Employee” and collectively, “Continuing Employees”) with (i) the same salary or hourly wage rate and (ii) the same annual incentive compensation opportunities, in each case, as provided to such Continuing Employee immediately prior to the Closing Date. Parent further agrees that, from and after the Closing Date, Continuing Employees will be able participate in either (x) Parent employee benefit plans for similarly situated employees of Parent that are substantially similar in the aggregate to the Company Employee Benefit Plans in effect which such Continuing Employees participated as of the date of this Agreement shall remain or (y) Company Employee Benefit Plans in effect with respect to employees which such Continuing Employees participated as of the Company (or their Subsidiaries) covered by such plans at date of this Agreement. Parent further agrees that, from and after the Effective Time until such time as Closing Date, Parent shall, subject to applicable Law, and shall cause the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries Surviving Corporation to, with respect to grant all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other Continuing Employees credit for all limitations as to preexisting conditions, exclusions and waiting periods any service with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately Group Companies earned prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit Closing Date for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting vesting, and benefit accruals accrual purposes (but not for excluding benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, severance benefit determinations in each case under each employee any benefit or compensation plan, program, agreement or arrangement of Parent or its Subsidiaries in which such employees are eligible the Continuing Employees commence to participate on or after the Effective TimeClosing Date (collectively, the “New Plans”), except for (i) New Plans as to which employees who are similarly situated to the Continuing Employees are not provided such service credit or (ii) as would result in duplication of benefits. In addition, Parent shall (x) cause to be waived all pre-existing condition exclusions and (iv) provide benefits under medical, dental, vision actively at work requirements and similar health limitations, eligibility waiting periods and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees evidence of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to insurability requirements under any credit New Plans to the extent that it would result waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan or under any other benefit or compensation plan, program, agreement or arrangement as of the date on which commencement of participation in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide such New Plan begins and (y) cause any credit for servicedeductible, co-payments, deductibles paid, insurance and covered out-of-pocket expenses paid during the calendar year in which commencement of participation in such New Plan begins and prior to such commencement of participation by any Continuing Employee (or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem covered dependent thereof) to be necessary taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions under such New Plan in order to verify the appropriate credit to be providedyear of initial participation.

Employee Benefit Matters. (a) From The Merger Agreement provides that Getinge will honor Datascope’s employee benefits plans and after the Effective Time, Company Benefit Plans compensation arrangements and agreements in accordance with their terms as in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior immediately prior to the Effective Time, Parent provided that Getinge will have the right to amend or terminate such plans in accordance with their terms and applicable law. Under the Company shall cooperate in reviewingterms of the Merger Agreement, evaluating and analyzing Company Benefit Plans with for a view towards developing appropriate New Benefit Plans for period of one (1) year following the Effective Time, the employees covered therebyof Datascope and its subsidiaries will receive compensation and benefits no less favorable, in the aggregate, than those provided to the employees of Datascope or its subsidiaries immediately prior to the Effective Time. At such time In addition, employees of Datascope and its subsidiaries whose employment terminates within one (1) year following the Effective Time will receive severance benefits at least equal to the severance levels and terms provided by Datascope’s severance plans and policies as any New Benefit Plans are implemented, Parent willin effect immediately prior to the Effective Time, and such severance benefits will cause be determined without accounting for any reduction in compensation after the Effective Time of the employees of Datascope or its Subsidiaries to, with subsidiaries. With respect to all New Benefit Plansany former employees of Datascope or its subsidiaries who, (i) provide each employee as of the Company Effective Time, receive or are entitled to receive severance or welfare benefits, Getinge will provide such benefits at the levels and pursuant to the terms of Datascope’s applicable severance or benefit plans and policies as in effect at the time of any such former employee’s termination date. Pursuant to the Merger Agreement, the employee benefit plans of Getinge and its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to subsidiaries that cover any employees of Datascope and its subsidiaries after the Company Effective Time (the “New Plans”) will credit each such employee with his or her years of service with Datascope and its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible subsidiaries and their respective predecessors prior to participate in after the Effective Time, to the extent that such employee would was entitled to credit under any similar Datascope employee benefit plan in which such employee participated or was eligible to participate 20 Table of Contents immediately prior to the Effective Time. Notwithstanding the foregoing, an employee of Datascope or its subsidiaries will not receive credit for such conditions benefit accrual under the corresponding welfare any defined benefit pension plan (other than with respect to a defined benefit plan in which any such employee participated prior to the Effective Time) or to the extent it would result in duplication of benefits for the same period of service. The Merger Agreement also provides that each employee of Datascope or its subsidiaries will immediately be eligible to participate in all New Plans to the extent coverage is comparable to the Datascope plans in which such employee participated immediately prior to the Effective Time, (ii) provide and, with respect to each New Plan providing medical, dental, pharmaceutical or vision benefits, all pre-existing condition exclusions and actively-at-work requirements of such New Plans will be waived for such employee and his or her covered dependents if such conditions would have been waived under the Datascope plans. Such employees will also receive credit under the New Plans, for purposes of the Company or its Subsidiaries with credit for any co-payments satisfying deductible, coinsurance and deductibles paid in satisfying any applicable deductible or maximum out-of-pocket requirements under requirements, for any New Benefit Plan that is a welfare eligible expenses incurred by any such employee during the plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit year prior to the extent that it would result in a duplication of benefits with respect to date the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit New Plans take effect for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be providedemployee.

Employee Benefit Matters. (a) From and after To the Effective Time, extent that an employee of Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewingSubsidiaries immediately prior to the Closing (collectively, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i“Covered Employees”) provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be becomes eligible to participate in after an employee benefit plan maintained by Parent or any of its Subsidiaries (other than Company or the Effective TimeCompany Subsidiaries) following the Closing, Parent shall cause such employee benefit plan to recognize the service of such Covered Employee with Company or the Company Subsidiaries for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent that such employee would receive credit for such conditions service was recognized immediately prior to the Effective Time under the a corresponding welfare plan Company Benefit Plan in which any such employee participated Covered Employee was eligible to participate immediately prior to the Effective Time, (ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan ; provided that such employees are eligible recognition of service shall not: (i) operate to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes duplicate any benefits of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits Covered Employee with respect to the same period of service; (ii) apply for purposes of any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan; or (iii) apply for purposes of any plan, program or arrangement: (A) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service; or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. Notwithstanding anything With respect to any health care plan of Parent or any of its Subsidiaries (other than Company and the contrary Company Subsidiaries) in this Section 6.8which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, Parent shall have no obligation make commercially reasonable efforts to provide cause any credit for service, co-payments, deductibles paid, preexisting condition limitations or for eligibility waiting periods under such Parent or Subsidiary plan (excluding any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem Company Benefit Plan) to be necessary waived with respect to such Covered Employee to the extent that such limitation would have been waived or satisfied under the Company Benefit Plan in order which such Covered Employee participated immediately prior to verify the appropriate credit to be providedEffective Time.

Employee Benefit Matters. (a) From and after On the Effective TimeDate, all employees of any Acquired Corporation Company Benefit Plans in effect shall, at Buyer’s option, either become employees of the Resulting Corporation or its Subsidiaries or be entitled to severance benefits under the severance policy of either the Bank or Superior Bank having the greater benefits as of the date of this Agreement (except Gxxxxx X. Xxxxxxxxx and Wxxxxxx X. Xxxxxx, Xx., who shall remain in effect with respect to resign as employees of the Company (or their Subsidiaries) covered by such plans at Bank as of the Effective Time until such time as Parent shall, subject to applicable Law, the terms Date). All employees of this Agreement and the terms of such plans, adopt new benefit plans with respect to any Acquired Corporation Company who become employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company Resulting Corporation or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after on the Effective TimeDate shall be entitled, to the extent that permitted by applicable Law, to participate as soon as administratively and financially practicable after the Effective Date in all benefit plans of Superior Bank to the same extent as Superior Bank employees, except as stated otherwise in this Section. Buyer shall continue each existing benefit plans of any Acquired Corporation Company until such benefit plan is replaced with the like benefit plan of Superior Bank. With respect to employee would receive credit for such conditions under the corresponding welfare plan benefits maintained by Buyer or by Superior Bank in which employees of any such employee participated immediately Acquired Corporation Company participate after the Effective Date, Buyer agrees: (i) to treat service by Acquired Corporation Company employees prior to the Effective TimeDate as service with Buyer or Superior Bank, for eligibility and vesting purposes only, for all retirement, vacation, sick pay, severance and other benefit plans of Superior Bank and (ii) provide each to waive waiting periods and pre-existing condition limitations, if any, as would otherwise be applied to participating employees of an Acquired Corporation Company upon the implementation of such employee benefits constituting “group health plans” within the meaning of Section 5000(b)(i) of the Code. In addition, if the Effective Date falls within an annual period of coverage under any group health plan of the Resulting Corporation and its Subsidiaries, each such Acquired Corporation Company or its Subsidiaries with employee shall be given credit for covered expenses paid by that employee under comparable employee benefit plans of the Acquired Corporation Company during the applicable coverage period through the Effective Date towards satisfaction of any co-payments annual deductible limitation and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements maximum that may apply under any New Benefit Plan that is a welfare group health plan that such employees are eligible to participate in after of the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company Resulting Corporation and its Subsidiaries, under each employee benefit plan, program, or arrangement . Buyer shall give the required notifications when due pursuant to COBRA to all employees of Parent any Acquired Corporation Company who do not become employees of the Resulting Corporation or its Subsidiaries in which on the Effective Date and administer all elections of such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar its “group health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of serviceplan”. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.A-19

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries in which any director, officer or employee of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms any of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Benefit Plans”). Prior , subject to the Effective Timeapplicable Law and applicable Tax qualification requirements, Parent and shall, or shall cause the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries Surviving Corporation to, with respect to recognize all New Benefit Plans, (i) provide each employee service of the Company or its Subsidiaries Employees with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or any of its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate reflected in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee books and records of the Company or its Subsidiaries with credit Company, as the case may be, for any co-payments vesting, eligibility and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for level of benefits purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under accrual purposes, except for vacation and severance) in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries New Plan in which such employees are Company Employees will be eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit each case except to the extent that it recognizing such service would result in a duplication of benefits with respect benefits. To the extent any Company Employee participates in a New Plan that is a health and/or welfare plan or arrangement of Parent or any of its Subsidiaries following the Closing Date (a “Parent Welfare Plan”), Parent and any of its Subsidiaries will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same period of service. Notwithstanding anything extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the contrary Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in this Section 6.8such Parent Welfare Plan and (iii) co-payments and deductibles paid by Company Employees in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent shall have no obligation will use reasonable efforts to provide any credit arrange for servicetransition care, cowhereby such Company Employee may complete the applicable course of treatment with the pre-payments, deductibles paid, Closing physician or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary other service provider at “in order to verify the appropriate credit to be providednetwork” rates.

Employee Benefit Matters. (a) From For purposes of determining eligibility to participate, vesting and entitlement to benefits with respect to current Company Employees under any benefit plans or arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries that such employees may be eligible to participate in after the Effective Time, Company Benefit Plans in effect as Time where length of the date service is relevant thereunder (other than for purposes of this Agreement shall remain in effect with respect determining entitlement to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefits under a defined benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”plan). Prior to the Effective Time, Parent and the Surviving Corporation shall each use commercially reasonable efforts to ensure that the current Company Employees as of the Effective Time shall cooperate in reviewingreceive service credit for service with the Company, evaluating its Subsidiaries and analyzing any predecessor entities to the same extent such service credit was granted under the Company Benefit Plans with a view towards developing appropriate New Benefit Plans for Plans. Parent and the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect Surviving Corporation shall each use commercially reasonable efforts to all New Benefit Plans, (i1) provide each employee of the Company or its Subsidiaries with service or other credit for waive all limitations as to preexisting conditions, conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the current Company or its Subsidiaries Employees under any New Benefit Plan that is a welfare plan benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the extent that such employee would receive credit Effective Time under any comparable welfare benefit plan maintained for such conditions under the corresponding welfare plan in which any such employee participated current Company Employees immediately prior to the Effective TimeTime and other than limitations or waiting periods that are otherwise applied uniformly to employees of Parent or Surviving Corporation under benefit plans of such entities, and (ii2) provide each employee of the current Company or its Subsidiaries Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan plans that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and or will cause its Subsidiaries to, with respect the Surviving Corporation to all New Benefit Plans, (i) provide to each employee of the Company prior to the Merger that remains an employee of the Company after the Effective Time ("CONTINUING EMPLOYEES") with employee benefits that are substantially similar in the aggregate to the benefits provided to similarly situated employees of Parent. Parent may or may cause the Surviving Corporation to comply with the prior sentence by either (i) retaining the Company's Benefit Plans in their form or, in Parent's discretion, amending such plans as provided therein, or (ii) terminating such plans and enabling the Company's employees to participate in its Subsidiaries with service employee benefit plans. To the extent permitted pursuant to Parent's plans, Parent will, or other credit for will cause the Surviving Corporation to: (1) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries Continuing Employees under any New Benefit Plan that is a welfare plan that such employees the Continuing Employees may be eligible to participate in after the Effective Time, Time to the extent that such employee would receive credit for such conditions waived or satisfied under the applicable corresponding welfare plan in which any such employee participated Company Benefit Plan immediately prior to the Effective Time, ; (ii2) provide each employee of the Company or its Subsidiaries Continued Employee with credit for any co-payments and deductibles paid in purposes of satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan plans that such employees are Continued Employee is eligible to participate in after the Effective Time, Time for any co-payments and deductibles paid under a corresponding Company Benefit Plan for the year in which the Effective Time occurs; and (iii3) provide each employee Continued Employee with credit for all purposes for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, affiliates under each employee benefit plan, program, or arrangement of the Parent or its Subsidiaries affiliates in which such employees are Continued Employee is eligible to participate after to the Effective Time, and (iv) provide benefits extent such service was credited for similar purposes under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its SubsidiariesCompany Benefit Plans; provided, however, that in no event shall the employees Continuing Employees be entitled to any credit (A) under any defined benefit pension plan of Parent or its subsidiaries (other than the Surviving Corporation and its subsidiaries) or (B) to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From Each Company Employee who is hired by Parent or the Surviving Corporation will be eligible to participate in Parent's or the Surviving Corporation's, as applicable, employee benefit programs to the same extent as similarly situated employees of Parent or the Surviving Corporation. For purposes of determining eligibility to participate, vesting and after entitlement to benefits (but not for purposes of benefit accrual) where length of service is relevant under any benefit plan or arrangement of Parent, the Effective TimeSurviving Corporation or any of their respective Subsidiaries (collectively, "Parent Benefit Plans"), Parent shall, and shall cause the Surviving Corporation or such Subsidiary to, take such actions as are necessary and appropriate to provide that Company Benefit Plans in effect Employees as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries) covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, shall receive full service credit for service with the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”)Company. Prior to the Effective Time, Parent and the Company Surviving Corporation shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each employee of the Company or its Subsidiaries with service or other credit for waive all limitations as to preexisting conditions, condition exclusions and waiting periods with respect to participation and coverage requirements applicable to employees the Company Employees as of the Company or its Subsidiaries Effective Time under any New Parent Benefit Plan that is a welfare plan Welfare Plan that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Company Employees and that have not been satisfied as of the extent that such employee would receive credit for such conditions Effective Time under the corresponding Company Benefit Plans that are welfare plan in which any such employee participated benefit plans maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each employee Company Employee as of the Company or its Subsidiaries Effective Time with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable co-payment, deductible or out-of-pocket requirements under any New Parent Benefit Plan that is a welfare plan Welfare Plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefit Matters. (a) From and after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with With respect to employees any “employee benefit plan” as defined in Section 3(3) of the Company (ERISA maintained by Parent or their Subsidiaries) covered by such plans at the Effective Time until such time as any Parent shallSubsidiary in which any director, subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with respect to all New Benefit Plans, (i) provide each officer or employee of the Company or its Subsidiaries with any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation to, recognize all service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate Employees in after the Effective Time, to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each employee of United States with the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan a Company Subsidiary that is a welfare plan that such employees are eligible to participate reflected in after the Effective Timebooks and records of the Company, (iii) provide each employee with credit as the case may be, for all service for vesting, eligibility and level of benefits purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under accrual purposes, except for vacation and severance, if applicable) in any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries New Plan in which such employees Company Employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit each case except to the extent that it recognizing such service would result in a duplication of benefits with respect benefits. To the extent any Company Employee in the United States participates in a New Plan that is a welfare plan or arrangement of Parent or any Parent Subsidiary following the Closing Date (a “Parent Welfare Plan”), Parent and any Parent Subsidiary will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same period of service. Notwithstanding anything extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the contrary Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in this Section 6.8, such Parent shall have no obligation to provide any credit for service, Welfare Plan and (iii) co-payments, payments and deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem paid by Company Employees in the plan year in which the Effective Time occurs to be necessary in order credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan, but only to verify the appropriate credit to be providedextent that the Company provides documentation of such co-payments and deductibles reasonably requested by Parent or any Parent Subsidiary within 20 days of such request.