Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (i) Effective as of immediately prior to the Closing, Seller shall terminate (or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (a) Holdco shall, or shall cause the Company, the Surviving Company and each of their respective subsidiaries, as applicable, to provide the employees of the Company and the Company Subsidiaries who remain employed immediately after the Closing (the “Continuing Employees”) to receive credit for purposes of eligibility to participate and vesting under any employee benefit plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Company or any of their respective subsidiaries, other than any qualified or nonqualified defined benefit plan, for service accrued or deemed accrued prior to the Closing with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Holdco shall use reasonable best efforts to (i) Effective cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by Holdco, the Company, the Surviving Company or any of their respective subsidiaries that cover the Continuing Employees or their dependents following the Closing and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare Plans in which such Continuing Employee participates immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Company or any of their respective subsidiaries in which such Continuing Employee participates following the Closing for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Holdco shall, or shall cause the Company, the Surviving Company and each of their respective subsidiaries, as applicable, to honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing, Seller shall terminate (or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (ia) As of the Effective as Time, and for a period of immediately prior at least one (1) year thereafter, Parent agrees to the Closing, Seller shall terminate (provide or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including the Surviving Corporation) to provide each employee of the Company or its Subsidiaries as of the Effective Time (the “Affected Employees”) with compensation and benefits that are not less favorable, in the aggregate, than those, at Parent’s discretion, provided to similarly situated employees of Parent or its Subsidiaries or as provided to employees on the date of this Agreement pursuant to Employee Benefit Plans set forth in the Disclosure Schedule. Nothing in this Section 5.14 shall be deemed to be a guarantee of employment for any employee, or to restrict the right of the Surviving Corporation or any of its Subsidiaries to terminate any employee. Nothing contained in this Section 5.14, whether express or implied, (i) shall be treated as an amendment or other modification of any member Employee Benefit Plan, or (ii) shall limit the right of the Paper Group) and their respective predecessors Surviving Corporation or any of its Subsidiaries to amend, terminate or otherwise modify any Employee Benefit Plan following the Closing. To the extent that service is relevant for purposes of eligibility to participate or vesting (but not for any other purpose) under any employee benefit plan of Parent or any of its subsidiaries (including the Collective Bargaining AgreementsSurviving Corporation) extended to Affected Employees, Affected Employees shall receive full credit for their service with the Company and its Subsidiaries prior to the Effective Time. Each Eligible To the extent Parent does not satisfy its obligations under this Section 5.14(a) by maintaining, or causing the Surviving Corporation to maintain, Employee who accepts Buyer’s offer Benefit Plans, Parent shall use commercially reasonable efforts to cause its relevant insurance carrier(s) (i) to waive any preexisting condition limitations and any eligibility waiting periods with respect to each of employment the Affected Employees to the extent such limitations and waiting periods did not apply or had been satisfied with respect to similar coverage under the corresponding Employee Benefit Plan, and (ii) to recognize for purposes of annual deductible and out-of-pocket limits under any medical or dental plan any deductible and out-of-pocket expenses paid by Affected Employees under the corresponding Employee Benefit Plan during the calendar year in which such Employee Benefit Plan is referred to herein as a “Transferred Employeediscontinued.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (ia) Following the Effective as Time, except for purposes of immediately prior to determining eligibility for retiree health and welfare benefits, Parent shall give each employee of the ClosingCompany, Seller the Surviving Corporation or their respective Subsidiaries who shall terminate (have been employees of the Company or cause to be terminated) the employment any of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement Effective Time (collectively, “Union Continuing Employees”) the terms of such offer shall be in accordance full credit for prior service with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (Company or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries and any predecessor companies thereto) to the extent such service would be recognized if it had been performed as an employee of any member of the Paper Group) and their respective predecessors Parent for purposes of (i) eligibility and vesting under any Parent Employee Plans (as defined below), but not for benefit accrual purposes under any defined benefit plan of Parent, and (ii) unless covered under another arrangement with or of Parent or the Collective Bargaining AgreementsSurviving Corporation, determination of benefit levels under any Parent Employee Plan or policy of general application (including, but not limited to, for purposes of vacation, sick and paid time off accrual and severance pay entitlement) in either case for which the Continuing Employees are otherwise prospectively eligible and in which the Continuing Employees are offered participation, but except where such credit would result in a duplication of benefits. Each Eligible For the avoidance of doubt, no Continuing Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be retroactively eligible for any Parent Employee Plan, including any such Parent Employee Plan that was frozen prior to the Effective Time. In addition, Parent shall waive, or cause to be waived, any pre-existing conditions limitations, eligibility waiting periods, evidence of insurability, physical examination and, with respect to Continuing Employees on disability leave, actively-at-work requirements, under no obligation any medical, dental, pharmaceutical, vision, disability and/or similar plan of Parent or its Subsidiaries to enter into new individual severance agreements with any Eligible the same extent such limitations or requirements would not have been applicable to such Continuing Employee nor to match under the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with comparable plan of the Company and its terms.Subsidiaries. For purposes of this Agreement, the term “

Employee Benefits Matters. (i) Effective as of immediately prior to the Closing, Seller shall terminate The Buyer will provide (or cause to be terminatedprovided) to employees of the Company and its Subsidiaries compensation (including bonus opportunity but not equity based compensation) and employee benefits (other than defined benefit pension plans) that are in the aggregate substantially comparable to the compensation and employee benefits provided to similarly situated employees of the Buyer, except to the extent and for the period that the Buyer elects to keep in force any existing benefits of the Company or any of its Subsidiaries. The Buyer hereby agrees that, from and after the Closing Date, the Buyer shall cause the Company to grant all employees of the Company and its Subsidiaries credit for any service with the Company or any of its Subsidiaries earned prior to the Closing Date (i) for eligibility and vesting (but not for benefit accrual) purposes and (ii) for purposes of vacation accrual under any benefit plan, program or arrangement established or maintained by or on behalf of the Company or any of its Subsidiaries on or after the Closing Date (the "Buyer Plans") to the same extent such service was recognized under a similar Employee Benefit Plan, except, in each case, to the extent such treatment would result in duplicative benefits. In addition, the Buyer hereby agrees that the Buyer shall cause (i) the Company and its Subsidiaries to waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Buyer Plans to the same extent such conditions were not applicable under any Employee Benefit Plan, and (ii) any covered expenses incurred on or before the date the employees transition to Buyer Plans by any employee (or covered dependent thereof) of the Company or any of its Subsidiaries to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions during the calendar year that includes the transition date under any applicable Buyer Plan, provided that the employee or covered dependent provides satisfactory evidence of the expenses to the administrator or agent of the Buyer Plan. Buyer or another Buyer Party (including, after the Closing, the Company or one of its Subsidiaries) shall be solely responsible for complying with the requirements of COBRA for any individual who is an "M&A qualified beneficiary" as defined in Q&A-4 of Treas. Reg. §54.4980B -9 in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not (x) be deemed to amend or waive compliance with the express terms of any applicable collective bargaining agreement or (y) apply to any employee of the Company and/or any of its Subsidiaries who enters into a written conditional employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, agreement with the Company prior to the date hereof with respect to any Eligible Employee such individual's post-Closing employment with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by the Buyer or and/or the Company and its Subsidiary, at such time subsequent to Closing Subsidiaries; it being understood and agreed that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or individual's post-Closing employment terms shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered be governed by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be employment agreement and not this Section 9L unless otherwise specified in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time any such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employeeagreement.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. For a period beginning on the Closing Date and ending no earlier than December 31, 2003, Acquiror shall provide, or cause to be provided, to employees of the Target who continue employment with Acquiror or any of its subsidiaries (i“Continuing Employees”) Effective as benefits that are, in the aggregate, substantially similar to or more favorable than the benefits provided to each of the Continuing Employees immediately prior to the ClosingClosing Date. During such period, Seller shall terminate Acquiror shall, to the extent allowed by law, (or i) cause Continuing Employees to be terminated) credited with service with the employment Target for purposes of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to eligibility and vesting under any Eligible Employee with a right to reemployment under applicable law employee benefit plan or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee program (other than Eligible Employees receiving long-term disability benefits) on terms any cash bonus plan and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements any stock option or other equity incentive plans that Acquiror has in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended implement from time to time) established or maintained by Acquiror for the benefit of the Continuing Employees, (ii) cause its health and welfare plans to waive any pre-existing condition exclusions (to the extent such exclusion was waived under applicable health and welfare plans offered to the Continuing Employees by the Target) in respect of Continuing Employees (and their beneficiaries and dependants), and (iii) grant full credit to Continuing Employees (and their beneficiaries and dependants) for contributions, deductibles, co-payments and other attributes of participation in the Target’s health and welfare plans prior to Closing; provided, however, that if such employees insurance is not readily available on commercially reasonable terms, Acquiror shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreementsrequired to obtain only such insurance as is readily available on reasonable terms. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer Nothing in this Section 5.23 shall be under no obligation construed to enter into new individual severance agreements entitle any Continuing Employee to continue his or her employment with Acquiror or any Eligible of its subsidiaries or to entitle any Continuing Employee nor to match the terms receive any benefits following termination of any existing individual severance agreement after such agreement otherwise expires in accordance with its termsemployment.

Employee Benefits Matters. (i) Effective as Notwithstanding the foregoing provisions of immediately prior SECTION 7.1, the Buyer agrees to continue to provide benefits to Transferred Employees covered under the Closing, Seller shall terminate (or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by pursuant to the terms thereof, PROVIDED, HOWEVER, that Buyer or its Subsidiaryshall not assume any Employee Welfare Benefit Plan, at but shall establish health and welfare plans for the benefit of the Transferred Employees who are covered under the Collective Bargaining Agreement in such time subsequent form as to Closing that such Eligible Employees present themselves to Buyer provide for employment, Buyer shall, or shall cause one the level of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable benefits as set forth in the aggregate to those such employees had with Seller Collective Bargaining Agreement, and PROVIDED, FURTHER, that Buyer shall not assume the Xxxxxx Xxxxxx Packaging USA 401(k) Investment Plan and its Subsidiaries immediately prior related assets and liabilities but shall provide the Transferred Employees who are covered under the Collective Bargaining Agreement with the opportunity to participate in a comparable tax-qualified defined contribution plan maintained by the ClosingBuyer. With respect Transferred Employees who are not covered under the Collective Bargaining Agreement will be entitled to receive and participate in such Eligible benefits and plans as the Buyer maintains for similarly situated employees. The Buyer shall give to all Transferred Employees who are covered by a Collective Bargaining Agreement Agreement, service credit for time worked at the Seller (collectivelyincluding predecessors and Affiliates) for purposes of eligibility and vesting requirements in Buyer's retirement and health and welfare plans, “Union Employees”) the terms of such offer shall be in accordance with seniority and determining leave entitlement and other benefits under the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Agreement. The Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound give to all Transferred Employees who are not covered by and comply with each the Collective Bargaining Agreement presently applying to Agreement, service credit for time worked at the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries Seller (including Subsidiaries of any member of the Paper Grouppredecessors and Affiliates) and their respective predecessors for purposes of eligibility and vesting requirements in Buyer's retirement and health and welfare plans and for purposes of determining sick leave, vacation pay, maternity, parental or family medical leave entitlement under the Collective Bargaining AgreementsBuyer's policies. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, The Buyer shall be also waive any and all waiting periods and pre-existing condition limitations existing under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its termsBuyer's medical, vision and dental plans for all Transferred Employees.

Employee Benefits Matters. From the Effective Time until December 31, 1999, the Surviving Corporation shall provide the employees of the Surviving Corporation and its Subsidiaries (i) Effective as of immediately who were, prior to the ClosingMerger, Seller shall terminate (or cause to be terminated) employees of the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer Company or its SubsidiarySubsidiaries) Employee Benefits which, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate aggregate, are no less favorable to those such employees, than the Employee Benefits provided to the employees had with Seller of the Company and its Subsidiaries immediately prior to the ClosingEffective Time. With respect Acquiror and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying paid pursuant to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement with any employee, former employee, director or former director in effect and disclosed to Acquiror as of the date hereof. For all Employee Benefits (including, without limitation, Employee Plans and other programs of Acquiror and its affiliates after the Effective Time), all service with the Company or any of its Subsidiaries prior to the Effective Time of employees (excluding employees covered by collective bargaining agreements) shall be treated as service with Acquiror and its affiliates for purposes of eligibility, vesting, benefits accrued (other than for the purposes of any pension plan) and determination of benefit levels to the same extent that such agreement otherwise expires service is taken into account by the Company and its Subsidiaries as of the date hereof, except to the extent such treatment will result in accordance duplication of benefits. Acquiror will, or will cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company's employees under any Employee Plans that such employees may be eligible to participate in after the Effective Time, other than limitations, exclusions or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any Employee Plan maintained for such employees immediately prior to the Effective Time and (ii) use its terms.reasonable best efforts to provide such employees credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out of pocket requirements under any Welfare Plans that such employees are eligible to participate in after the Effective Time. "

Employee Benefits Matters. (ia) JE Holdings, Parent and Purchaser agree that following the Effective as of Time, the Surviving Corporation and its Subsidiaries and successors shall provide those persons who, immediately prior to the ClosingEffective Time, Seller were employees of the Company or its Subsidiaries (“Retained Employees”) with employee plans and programs which provide benefits that are substantially similar in the aggregate than those provided to similarly situated employees of JE Holdings. Employees of the Company or any Subsidiary shall terminate receive credit for purposes of accrual of seniority with respect to termination or severance benefits and eligibility to participate and vesting and benefit accrual (but, except as required by Applicable Law, not for benefit accruals under any defined benefit pension plan) under any employee benefit plan, program or cause arrangement that is established or maintained by the Surviving Corporation or any of its Subsidiaries and in which such employees are eligible to be terminated) participate after the employment Effective Time for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary; provided, however, that such crediting of all Eligible Employees, other than employees receiving long-term disability benefitsservice shall not operate to duplicate any benefit or the funding of any such benefit. Effective as of Closing orIn addition, with respect to any Eligible Employee with medical, dental, pharmaceutical and/or vision benefit plan of JE Holdings in which employees of the Company may participate following the Effective Time (a right “New Plan”), JE Holdings shall cause all pre-existing condition exclusion and actively-at-work requirements to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiarybe waived for such employees and their covered dependents (provided, at such time subsequent to Closing however, that such Eligible Employees present themselves waiver shall not apply to Buyer for employment, Buyer shall, any pre-existing condition that excluded any such employee or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately dependent prior to the Closing. With respect to such Eligible Employees who are Effective Time from the corresponding Plan maintained by the Company) and shall provide that any covered expenses incurred on or before the Effective Time by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer an employee or an employee’s covered dependents shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions under the Collective Bargaining Agreementsrelevant New Plan after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of JE Holdings and its Subsidiaries. Each Eligible Employee who accepts Buyer’s offer Subject to the provisions of employment is referred this Section 6.5, nothing shall require JE Holdings to herein as a “Transferred Employee.” Notwithstanding provide the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements Retained Employees with any Eligible Employee nor particular employee benefit plans, agreements, or programs or preclude or limit JE Holdings’ ability to match modify, amend, or terminate any New Plan or any of the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its termsCompany’s Plans as it deems appropriate.

Employee Benefits Matters. (ia) Effective as Buyer agrees to, or cause the Target Companies to, provide to employees of immediately prior the Target Companies which continue to be employed by Target Companies after the Closing Date employee benefits, including base salary, bonus targets, equity compensation and other compensatory benefits that are reasonably commensurate with and not materially less favorable, in the aggregate, to the Closingemployee benefits provided by Buyer to similarly situated Buyer employees; provided, Seller shall however, that nothing in this Section 6.06 or elsewhere in this Agreement will limit the right of Buyer to amend or terminate (or cause to be terminated) the employment of all Eligible Employeesany individual or to amend or terminate any employee benefit plan, other than program, or arrangement. To the extent any amounts payable to or for the benefit of the employees receiving long-term disability benefits. Effective as of Closing or, the Target Companies with respect to any Eligible Employee with a right Benefit Plan or otherwise is set forth on the Closing Statement, Buyer agrees to reemployment under applicable law cause the Target Companies to pay such amounts to or a Collective Bargaining Agreement assumed by for the benefit of the employees of the Target Companies no later than sixty (60) calendar days following the Closing Date. Buyer or its Subsidiaryacknowledges and agrees that the Target Companies’ participation in existing Employee Benefit Plans (including Employee Welfare Benefit Plans and defined contribution plans) shall terminate as of the Closing Date, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, except as otherwise set forth on Schedule 6.06. Buyer shall, or shall cause one the Target Companies to use commercially reasonable efforts to cause the Employee Benefit Plans (or their providers or administrators) to (i) waive any waiting periods, evidence of its Affiliates toinsurability requirements or preexisting condition limitations and (ii) honor any deductible, offer employment to each Eligible Employee (other than Eligible Employees receiving longco-term disability benefits) on terms payment and conditions substantially comparable in out-of-pocket expenses incurred by the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to their beneficiaries under any Benefit Plan maintained by the Target Companies during the portion of calendar year 2013 preceding the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. Except as set forth on Schedule 6.7, the Seller shall assume, retain and be solely responsible for all Liabilities relating to or at any time arising under or in connection with any Employee Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA) or other benefit plan, program, agreement or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by the Seller, the Company, any of the Company’s Subsidiaries, or any ERISA Affiliate, or with respect to which the Seller, the Company, any of the Company’s Subsidiaries, or any ERISA Affiliate has or could have any Liability. The Seller hereby agrees that any current or former employee of the Company or any of the Company’s Subsidiaries who (i) Effective as of immediately prior the Closing Date is receiving or entitled to the Closing, Seller shall terminate (or cause receive short-term disability benefits and who subsequently becomes eligible to be terminated) the employment of all Eligible Employees, other than employees receiving receive long-term disability benefits. Effective , or (ii) as of the Closing or, with respect Date is receiving or entitled to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving receive long-term disability benefits) on terms , shall become eligible or continue to be eligible, as applicable, to receive long-term disability benefits under the Seller’s long-term disability plan unless and conditions substantially comparable in the aggregate to those until such employees had with Seller and its Subsidiaries immediately prior to the Closingindividual is no longer disabled. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect Effective as of the time such offer is made, and Buyer Closing the Seller shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and take all actions as may be amended from time necessary to time, fully vest all employees of the Company or any of the Company’s Subsidiaries in their account balances under the Seller’s 401(k) plan and shall make any matching or profit sharing contributions to the Seller’s 401(k) plan on behalf of such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries that would have been made irrespective of any member end-of-year service requirements otherwise applicable to such contributions, prorated for the portion of the Paper Group) and their respective predecessors for purposes of plan year ending on the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.Closing Date

Employee Benefits Matters. (ia) Effective as of immediately prior to the Closing, Seller shall terminate (or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer SPAC shall, or shall cause one OpCo or its applicable subsidiary (including, following Closing, the Company or any of the Company Subsidiaries) to provide the employees of the Company or any of the Company Subsidiaries who remain employed as of the Closing (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan established or maintained by OpCo or any of its Affiliates subsidiaries for service accrued or deemed accrued prior to the Closing with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, SPAC shall use reasonable best efforts to, offer employment for the year in which the Closing Date occurs: (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each Eligible employee benefit plan that is a group health plan established or maintained by OpCo or any of its subsidiaries that cover the Continuing Employees or their dependents to the extent such eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations would not have been applicable under the analogous Employee Benefit Plans that are group health plans, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those Employee Benefit Plans that are group health plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates immediately subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, OpCo will honor all accrued but unused vacation and other than Eligible paid time off of the Continuing Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries that existed immediately prior to the Closing. With Closing with respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be calendar year in accordance with which the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining AgreementsClosing occurs. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.62

Employee Benefits Matters. (a) New SPAC shall provide the Continuing Employees credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by New SPAC or any of its subsidiaries (including, without limitation, any employee benefit plan and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Company Amalgamation Effective Time with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, SPAC shall cause (i) Effective as each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New SPAC Plans; (ii) all pre-existing condition exclusions and actively-at-work requirements of immediately prior such New SPAC Plan to be waived for such Continuing Employee and his or her covered dependents (except to the Closingextent that such exclusions or requirements applied to the Continuing Employee under comparable Company Plans); and (iii) any co-payments, Seller shall terminate (deductibles and other eligible expenses incurred by such Continuing Employee and/or his or cause her covered dependents during the plan year ending on the Closing Date to be terminated) credited for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the employment applicable plan year of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect each comparable New SPAC Plan (to any Eligible Employee with a right to reemployment the extent such credit would have been given under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately Company Plans prior to the Closing. With respect to such Eligible Employees who The provisions of this Section 7.05 are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) solely for the terms of such offer shall be in accordance with the terms benefit of the respective Collective Bargaining Agreements Parties to this Agreement, and nothing contained in effect this Agreement, express or implied, shall confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any other person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as a third-party beneficiary or otherwise, including, without limitation, any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any employee benefit plan of the time such offer is madeCompany or shall require the Company, New SPAC, Newco and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of to continue any member of the Paper Group) and Plan or other employee benefit arrangements, or prevent their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employeeamendment, modification or termination.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (ia) Effective Except as specifically contemplated by this Agreement and except with respect to employees of the Seller, the Quadrem Group or any Quadrem Subsidiary whose employment is covered by a PEO Agreement (each such employee, a “Co-Employed Employee”), all employees of the Seller, the Quadrem Group or any Quadrem Subsidiary who become employees of the Buyer or of any of its Subsidiaries after the Closing shall continue in their existing benefit plans on substantially the same terms and conditions in the aggregate as in effect immediately prior to the ClosingClosing until such time as, Seller shall terminate (or cause in Buyer’s sole discretion, an orderly transition can be accomplished to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed employee benefit plans and programs maintained by Buyer for its and its affiliates’ employees in the United States and outside of the United States. Each Co-Employed Employee who either remains employed by the Quadrem Group or any Quadrem Subsidiary after the Closing or becomes an employee of the Buyer or any of its Subsidiary, at such time subsequent to Subsidiaries after the Closing that such Eligible Employees present themselves to shall become eligible for coverage under the employee benefits plans and programs maintained by the Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to affiliates’ employees as soon as is practicable following the Closing. With respect In each case, to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectivelythe extent permitted under Buyer’s employee benefit plans and programs, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements as in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and if applicable, such employee benefits shall be provided without any preexisting conditions, limitations or exclusions to the extent no such limitations or exclusions applied as of the Closing to such employees under the plans of Seller, the Quadrem Group and each Quadrem Subsidiary in which such employees participate immediately prior to the Closing Date and with credit for all annual deductibles and co-payments made under such applicable entity’s employee benefit plans for the covered expenses already incurred by employees of Seller, the Quadrem Group and each Quadrem Subsidiary for the year in which the Closing occurs. To the extent permitted under Buyer’s employee benefit plans and programs, as in effect from time to time, if applicable (it being understood that Buyer’s equity incentive and cash bonus plans shall be credited not constitute such an employee benefit plan or program), Buyer shall provide employees of the Seller, the Quadrem Group and each Quadrem Subsidiary who become employees of the Buyer or any of its Subsidiaries or who remain employed with their period of the Company or any Quadrem Subsidiary after the Closing (all such employees, “Continuing Employees”) with credit for all service with Sellerthe applicable employer entity under all applicable employee benefit plans, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of eligibility, waiting periods, vesting and other plan rights and features, to the Collective Bargaining Agreementssame extent such service would have been recognized by the Seller, the Quadrem Group or a Quadrem Subsidiary (in each case, as applicable) under comparable plans immediately prior to the Closing Date. Each Eligible Employee who accepts Buyer shall take such reasonable actions as are necessary to allow Continuing Employees to participate in the health, welfare and other benefit programs of Buyer, to the extent permitted by Buyer’s offer benefits and employee benefits programs, or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of employment is referred Buyer in similar functions and positions on similar terms. Such employees may be eligible to herein as a “Transferred Employeeparticipate in Buyer’s equity incentive and cash bonus plans at the sole discretion of Buyer.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (a) During the period beginning on the Closing Date and ending on December 31 of the calendar year in which the Closing Date occurs, Parent shall provide each employee of each Group Company who continues to be employed by a Group Company with the same salary or hourly wage rate and cash bonus incentive target, in the aggregate, as provided to such employee immediately prior to the Closing Date and with employee benefits (excluding equity arrangements) that are no less favorable in the aggregate to the employee benefits maintained by the Group Companies as of the date of this Agreement. Parent further agrees that, to the extent permitted by applicable Law, from and after the Closing Date, Parent shall, and shall cause each Group Company to, use commercially reasonable efforts to grant all of its employees credit for any service with such Group Company earned prior to the Closing Date (i) Effective for eligibility and vesting purposes and (ii) for purposes of vacation accrual and severance benefit determinations under any broad-based benefit or compensation plan, program or arrangement (but excluding individual agreements) that may be established or maintained by Parent or the Surviving Corporation or any of its Subsidiaries on or after the Closing Date for such Group Company employees or, as applicable, to the same extent that service credit is provided to similarly situated employees of Parent or the Surviving Corporation or any of their Affiliates under the corresponding plan, program or arrangement in which such similarly situated employees participate (the “New Plans”), to the extent that such service was credited under the corresponding Group Company plan or program. From and after the Closing, Parent shall cause the Surviving Corporation or its Subsidiaries, as applicable, to honor the employment, severance or similar agreements between the Company and its Subsidiaries and any officer, director or employee of the Company 52 or its Subsidiaries which the Company has made available to Parent prior to the date hereof, in accordance with their terms as in effect immediately prior to the Closing, Seller and the parties acknowledge and agree that, as of the Closing, such agreements shall terminate be assumed by operation of Law. In addition, to the extent permitted by applicable Law, Parent shall use commercially reasonable efforts to (or A) cause to be terminated) 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 employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective extent waived or satisfied by an employee under a corresponding Employee Benefit Plan as of the Closing orDate and (B) cause any deductible, with respect co-insurance and covered out-of-pocket expenses paid on or before the Closing Date in the year in which the Closing occurs by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions after the Closing Date under any Eligible Employee with a right to reemployment under applicable law New Plan in the year in which the Closing occurs. Nothing contained herein, express or a Collective Bargaining Agreement assumed by Buyer or its Subsidiaryimplied, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates be construed so as to, offer to confer upon any employee of any Group Company any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to each Eligible or any other modification of any New Plan or Employee (other than Eligible Employees receiving long-term disability benefits) on terms Benefit Plan. Parent agrees that Parent and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to Surviving Corporation shall be solely responsible for satisfying the Closing. With respect to such Eligible Employees continuation coverage requirements of Section 4980B of the Code for all individuals who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of M&A qualified beneficiaries” as such offer shall be term is defined in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred EmployeeTreasury Regulation Section 54.4980B-9.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (a) Following the Effective Time, ARYA shall, or shall cause the Company (as the surviving corporation on and after the Effective Time) and each of its subsidiaries, as applicable, to provide the employees of the Company who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Company (as the surviving corporation on and after the Effective Time) or any of its subsidiaries (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Effective Time with any Group Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or compensation or the funding of any such benefit or compensation. In addition, ARYA shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Company (as the surviving corporation on and after the Effective Time) or any of its subsidiaries that cover the Continuing Employees or their dependents to the extent such eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations would not have been applicable to such Continuing Employees under the terms of the corresponding group health plans of the Company immediately prior to the Closing Date, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee participated immediately prior to the Closing Date to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Company (as the surviving corporation) will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing, Seller shall terminate (or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (ia) Effective Employees of the Surviving Corporation shall be eligible to participate in Parent's employee equity incentive plans beginning January 1, 2005, in a manner and level comparable to other similarly situated employees of Parent and its Subsidiaries. Employees of the Surviving Corporation shall be transitioned on a reasonable basis acceptable to the Executive Board to employee benefit plans of Parent and its Subsidiaries in a manner and level comparable to other similarly situated employees of Parent and its Subsidiaries not later than January 1, 2006. Parent shall grant all employees of the Surviving Corporation and its Subsidiaries credit solely for purposes of eligibility to participate and vesting under any employee benefit plan (as defined in Section 3(2) of immediately ERISA) established or maintained for such employees for services accrued or deemed accrued (to the same extent as service with Parent or any of its Subsidiaries is taken into account with respect to similarly situated employees of Parent and its Subsidiaries) with the Company or its Subsidiaries prior to the ClosingEffective Time as if such service with the Company or its Subsidiaries was service with Parent or any of its Subsidiaries. Any group health plan of Parent shall, Seller to the extent practicable, waive any pre-existing condition exclusion or actively-at-work requirements under any group health plan of Parent (except that no such waiver shall terminate (apply to a pre-existing condition or cause to be terminated) the employment of all Eligible Employees, other than employees receiving longactively-term disability benefits. Effective as of Closing or, at-work requirement with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer employee of the Company or its SubsidiarySubsidiaries (or related beneficiary) who was, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time Effective Time, excluded from participation in a Plan by virtue of such offer is madepre-existing condition or actively-at-work requirement) and shall provide that any covered expenses incurred on or before the Effective Time by an employee or an employee's covered dependent shall be taken into account for purposes of satisfying applicable annual deductible, coinsurance and maximum out of pocket provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent and its subsidiaries. To the extent permitted by law, employees of the Surviving Corporation shall continue to participate in, and Buyer shall (or cause its Affiliates be eligible to continue to make salary deferral contributions to, the Advanced Bionics Corporation 401(k) Plan (the "ABC 401(k) Plan") on and after the Effective Date, but only until such time as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and Parent determines such employees shall be credited with their period of service with Sellercommence participation in the Boston Scientific Corporation 401(k) Retirement Savings Plan, its Subsidiaries (including Subsidiaries of any member of at which time such employees shall cease being eligible to make salary deferral contributions to the Paper GroupABC 401(k) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred EmployeePlan.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (ia) The Sellers shall (or shall cause the Company to) terminate the employment of all Covered Employees effective at 11:59 p.m. (Eastern Standard Time) on December 31, 2017 (except that in the case of Covered Employees identified by the Buyer to the Seller in writing at least two days prior to the Closing, such termination shall be effective on or before December 30, 2017 and Seller shall immediately provide to Buyer copies of such written termination notices). Effective at 12:00 a.m. on January 1, 2018, Buyer shall (or shall cause the Company to) hire such Covered Employees subject to each such Covered Employee qualifying for employment under any applicable Legal Requirements and satisfying hiring and background check requirements, including E-Verify (the Covered Employees hired by the Buyer or the Company, the “Hired Employees”). Buyer shall take such action as may be necessary so that on and after the Closing, the Hired Employees shall, for so long as their employment with the Buyer or any of its Affiliates continues, be provided base salary or hourly wages (as applicable) and employee benefits, plans and programs (including life insurance, welfare, severance and fringe benefits, but excluding profit sharing or incentive compensation arrangements, equity or otherwise, and retention awards) which, in the aggregate, are: (a) not materially less favorable than those currently provided to Hired Employees immediately prior to the Closing; or (b) substantially the same as those made available by Buyer to similarly situated employees of Buyer to the extent permitted by the Buyer’s benefits programs, Seller applicable plan provisions, or other legal or contractual constraints. Subject to applicable Legal Requirements and applicable Tax qualification requirements, from and after the Closing Date, Buyer shall terminate (or cause all Hired Employees to be terminatedprovided credit for all years of service (to the same extent as service is recognized under the applicable plans and programs of Buyer to similarly situated employees) with the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately Company prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement : (collectivelyi) for eligibility and vesting purposes, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors except for purposes of qualifying for subsidized early retirement benefits or to the Collective Bargaining Agreements. Each Eligible Employee who accepts extent it would result in the duplication of benefits; and (ii) for purposes of vacation accrual after the Closing Date as if such service with the Company was service with the Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (ia) Effective For a period of one year following the Closing Date, Buyer shall provide or cause its Subsidiaries (including the Group Companies) to provide employees of each Group Company who continue to be employed by a Group Company with (1) the same salary or hourly wage rate as of provided to such employees immediately prior to the Closing, Seller shall terminate Closing Date and (or cause to be terminated2) employee benefits (excluding equity arrangements) that are either (A) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective same as of Closing or, with respect provided to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the ClosingClosing Date or (B) at least as favorable as those provided to similarly situated employees of Buyer and its Subsidiaries. With respect 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 such Eligible Employees who are covered Group Company earned prior to the Closing Date (i) for eligibility and vesting purposes and (ii) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by a Collective Bargaining Agreement Buyer or the Company Entity or any of its Subsidiaries on or after the Closing Date (collectivelythe “New Plans”); provided, “Union Employees”however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits. In addition, Buyer shall (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 terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect extent waived or satisfied by an employee or his or her dependents under any Employee Benefit Plan as of the time such offer is madeClosing Date and (B) cause any deductible, co-insurance and Buyer shall covered out-of-pocket expenses paid on or before the Closing Date by any employee (or cause its Affiliates to, as appropriatecovered dependent thereof) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors Group Company to be taken into account for purposes of satisfying the Collective Bargaining Agreementscorresponding deductible, coinsurance and maximum out‑of‑pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation, provided that the Group Companies (or their insurers) use their commercially reasonable best efforts to provide this information to Buyer in a timely manner. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding Buyer agrees that Buyer and the foregoing, Buyer Company shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match solely responsible for satisfying the terms continuation coverage requirements of any existing individual severance agreement after Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such agreement otherwise expires term is defined in accordance with its termsTreasury Regulation Section 54.4980B‑9.

Employee Benefits Matters. (ia) Effective as of immediately prior to the Closing, Seller shall terminate (or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer SPAC shall, or shall cause one OpCo or its applicable subsidiary to provide the employees of the Company or any of the Company Subsidiaries who remain employed as of the Closing (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any Employee Benefit Plan established or maintained by OpCo or any of its Affiliates tosubsidiaries for service accrued or deemed accrued prior to the Closing with the Company or any Company Subsidiary; provided, offer employment however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, SPAC shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each Eligible of the Employee Benefit Plans established or maintained by OpCo or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, OpCo will honor all accrued but unused vacation and other than Eligible paid time off of the Continuing Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries that existed immediately prior to the Closing. With Closing with respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be calendar year in accordance with which the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred EmployeeClosing occurs.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (i) Effective as of immediately prior Prior to the ClosingClosing Date, the Seller and the Entities shall terminate (take or cause to be terminatedtaken all actions necessary or appropriate to remove, effective as of the Closing, any Entity as a participating employer in any Plan or Benefit Program that is not a Company-sponsored Plan. Except as may otherwise be agreed to between the Buyer and the Seller or as otherwise provided under the applicable terms of the Plans or Benefit Programs, effective as of the Closing, employees of the Entities shall cease to be active participants in any Plan or Benefit Program that is not a Company- sponsored Plan, and such persons shall become eligible to participate in any benefit plans to be established by the Buyer or one of its Affiliates in connection with the Buyer’s obligations under Section 7.4. Prior to the Closing Date, the Seller and the Entities shall take or cause to be taken any additional actions necessary or appropriate to ensure that, from and after the Closing, the Buyer and its Affiliates (including, after the Closing, each of the Entities) shall have no further liability or obligation under or with respect to any Plan or Benefit Program or any other benefit or compensation plan, program, policy, arrangement or agreement (including, for the employment avoidance of doubt, with respect to accrued bonuses, profit sharing arrangements and obligations with respect to workers compensation matters, in each case arising from or attributable to all Eligible Employeesperiods prior to the Closing Date) at any time sponsored, maintained, contributed to or required to be contributed to by Seller or any of its ERISA Affiliates (other than employees a Company-sponsored Plan), and any such liabilities or obligations shall remain (or become) liabilities of the Seller and its Affiliates (other than the Entities) and be paid or discharged by the Seller and such Affiliates. Without limiting the generality of the foregoing, any current or former employee of an Entity who as of the Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving short- or long-term disability benefitsbenefits under a Plan or Benefit Program that is not a Company- sponsored Plan shall become eligible or continue to be eligible, as applicable, to receive such benefits under such Plan or Benefit Program. Effective as Prior to Closing, the Seller shall take or cause to be taken all actions necessary to provide for full vesting of all amounts credited to the account of any Entity employee under the Seller 401(k) Plan. Prior to the Closing orDate, the Company shall adopt a 401(k) plan, effective at least one day prior to the Closing Date, to cover eligible employees of the Entities, which such plan shall be substantially similar to the Seller 401(k) Plan with respect to any Eligible Employee with employer contributions (the “Company 401(k) Plan”). As soon as practicable after the establishment of the Company 401(k) Plan, the Seller, the Company, and the Buyer shall cooperate to cause the Seller 401(k) Plan to transfer and the Company 401(k) Plan to accept the accounts of the then active employees of the Entities in a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shallspinoff, or shall cause one of its Affiliates totrust-to- trust transfer, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms requirements of Section 414(l) of the respective Collective Bargaining Agreements in effect as of the time such offer is made, Code and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreementsall applicable Legal Requirements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.5.9

Employee Benefits Matters. (i1) Effective From and after the Closing Date, Neon shall cause Amalco and its successors and assigns to honour in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of InnerAccess and its Subsidiaries as of in effect immediately prior to the ClosingClosing Date that are disclosed in the InnerAccess Disclosure Schedule and are applicable to any current or former employees or directors of InnerAccess or any Subsidiary of InnerAccess; provided, Seller however, that nothing contained herein shall terminate prohibit Neon or Amalco or any of Neon’s Subsidiaries from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and commitments in accordance with their terms. To the extent permitted by applicable Regulation and/or by employee benefit plan agreements or amendments thereto that may be made without the necessity of shareholder approval, Employees of InnerAccess or any Subsidiary shall receive full credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by Amalco or any of its Subsidiaries or their successors and assigns after the Closing Date for service accrued or deemed accrued prior to the Closing Date with InnerAccess or any Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, to the extent permitted by applicable Regulation and/or by employee benefit plan agreements or amendments thereto that may be made without the necessity of shareholder approval, Neon shall waive, or cause to be terminated) the employment of all Eligible Employeeswaived, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect any limitations on benefits relating to any Eligible Employee with a right pre-existing conditions to reemployment the same extent such limitations are waived under applicable law or a Collective Bargaining Agreement assumed by Buyer any comparable plan of InnerAccess or its SubsidiarySubsidiaries and recognize, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employmentpurposes of annual deductible and out-of-pocket limits under its medical and dental plans, Buyer shall, or shall cause one deductible and out-of-pocket expenses paid by employees of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller InnerAccess and its Subsidiaries immediately prior to in the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) calendar year in which the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred EmployeeClosing Date occurs.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (i) Effective as of immediately prior to the Closing, Seller shall terminate The Buyer will provide (or cause to be terminatedprovided) to employees of the Company and its Subsidiaries compensation (including bonus opportunity but not equity based compensation) and employee benefits (other than defined benefit pension plans) that are in the aggregate substantially comparable to the compensation and employee benefits provided to similarly situated employees of the Buyer, except to the extent and for the period that the Buyer elects to keep in force any existing benefits of the Company or any of its Subsidiaries. The Buyer hereby agrees that, from and after the Closing Date, the Buyer shall cause the Company to grant all employees of the Company and its Subsidiaries credit for any service with the Company or any of its Subsidiaries earned prior to the Closing Date (i) for eligibility and vesting (but not for benefit accrual) purposes and (ii) for purposes of vacation accrual under any benefit plan, program or arrangement established or maintained by or on behalf of the Company or any of its Subsidiaries on or after the Closing Date (the “Buyer Plans”) to the same extent such service was recognized under a similar Employee Benefit Plan, except, in each case, to the extent such treatment would result in duplicative benefits. In addition, the Buyer hereby agrees that the Buyer shall cause (i) the Company and its Subsidiaries to waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Buyer Plans to the same extent such conditions were not applicable under any Employee Benefit Plan, and (ii) any covered expenses incurred on or before the date the employees transition to Buyer Plans by any employee (or covered dependent thereof) of the Company or any of its Subsidiaries to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions during the calendar year that includes the transition date under any applicable Buyer Plan, provided that the employee or covered dependent provides satisfactory evidence of the expenses to the administrator or agent of the Buyer Plan. Buyer or another Buyer Party (including, after the Closing, the Company or one of its Subsidiaries) shall be solely responsible for complying with the requirements of COBRA for any individual who is an “M&A qualified beneficiary” as defined in Q&A-4 of Treas. Reg. §54.4980B-9 in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not (x) be deemed to amend or waive compliance with the express terms of any applicable collective bargaining agreement or (y) apply to any employee of the Company and/or any of its Subsidiaries who enters into a written conditional employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, agreement with the Company prior to the date hereof with respect to any Eligible Employee such individual’s post-Closing employment with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by the Buyer or and/or the Company and its Subsidiary, at such time subsequent to Closing Subsidiaries; it being understood and agreed that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or individual’s post-Closing employment terms shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered be governed by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be employment agreement and not this Section 9L unless otherwise specified in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time any such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employeeagreement.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (ia) Effective During the period beginning on the Closing Date and ending no earlier than the first (1st) anniversary of the Closing Date, Acquirer shall provide each employee of any of the Group Companies as of the Closing Date (collectively, the “Company Employees”) with total compensation that is substantially comparable to that provided to each such Company Employee immediately prior to the Closing Date and with employee benefits (excluding equity arrangements) that are substantially comparable in the aggregate to the Employee Benefit Plans and other benefit and compensation plans, programs, policies, agreements or arrangements maintained by the Group Companies as of immediately prior to the ClosingClosing Date. Acquirer further agrees that, Seller from and after the Closing Date, Acquirer shall terminate use commercially reasonable efforts to cause each Company Employee to be granted credit for all service with the Group Companies and any of their predecessors earned prior to the Closing Date for all purposes, including eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations, under any benefit or compensation plan, program, policy, agreement or arrangement that is sponsored or maintained by or may be established or maintained by Acquirer or a Group Company or any of their Affiliates on or after the Closing Date (or the “New Plans”). In addition, Acquirer shall use commercially reasonable efforts to: (A) cause to be terminatedwaived 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 Company Employee (or covered dependent thereof) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective under any Employee Benefit Plan as of the Closing orDate; and (B) cause any deductible, with respect co-insurance and out-of-pocket expenses paid on or before the Closing Date by any Company Employee (or covered dependent thereof) to be taken into account for purposes of satisfying any Eligible applicable deductible, coinsurance and maximum out‑of‑pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Nothing in this Agreement shall: (i) confer upon any Company Employee with a or any other Person any right to reemployment under applicable law continue in the employ or a Collective Bargaining Agreement assumed by Buyer service of Acquirer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one any of its Affiliates to(including, offer employment after the Closing Date, the Group Companies); (ii) be deemed or construed to each Eligible establish, or to amend or otherwise modify, any Employee Benefit Plan or employee benefit plan of Acquirer, the Group Companies or any of their Affiliates; or (iii) create any third-party rights in any Company Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employeebeneficiaries or dependents thereof).” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. For not fewer than twelve (i12) Effective as of immediately prior to months following the ClosingClosing Date, Seller shall terminate Buyer will provide (or cause to be terminatedprovided) to each of the employment employees of all Eligible Employeesthe Company Entities on the Closing Date (each, other than employees receiving long-term disability benefits. Effective as of Closing ora “Continuing Employee”), with respect to while employed by Buyer, any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates toor any Company Entity following the Closing Date, offer employment (i) base salary or hourly wages and bonus opportunities no less favorable than the base salary or hourly wages and bonus opportunities provided to each Eligible such Continuing Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closingdate hereof and (ii) other employee benefits (excluding equity-based compensation) that are substantially comparable, in the aggregate, to the employee benefits provided to the Continuing Employees immediately prior to the date hereof (excluding equity-based compensation). With respect to such Eligible Employees who are covered Buyer shall credit under the employee benefit plans of the Buyer or its Subsidiaries (“Buyer Plans”), if applicable, all service by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance each Continuing Employee with the terms Company or any of its Subsidiaries (or predecessors thereof) prior to the respective Collective Bargaining Agreements in effect Closing Date for all purposes to the same extent such service was recognized by the Company Entities (or predecessors thereof) as of the time Closing Date, except, in each case, to the extent such offer is made, and treatment would result in a duplication of benefits or compensation. Buyer shall use commercially reasonable efforts to cause (x) to be waived under any Buyer Plan all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Buyer Plan to the same extent such conditions were waived or not applicable under the corresponding Employee Benefit Plan and (y) any covered expenses incurred prior to the Closing Date by any Continuing Employee (or cause its Affiliates tocovered spouse or dependent thereof) for the plan year in which the Closing Date occurs, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying unless the Closing Date is the last day of such plan year, to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period for purposes of service with Sellersatisfying applicable deductible, its Subsidiaries (including Subsidiaries of coinsurance and maximum out-of-pocket provisions after the Closing Date under any member of Buyer Plan. Nothing in this Section 6.08, express or implied, shall confer upon any Person other than the Paper Group) parties to this Agreement and their respective predecessors for purposes permitted successors and assigns any legal or equitable rights or remedies of any nature whatsoever (including any third-party beneficiary rights) with respect to the Collective Bargaining Agreementsprovisions of this Section 6.08. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoingIn addition, Buyer nothing in this Section 6.08 shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms treated as an amendment or other modification of any existing individual severance agreement after such agreement otherwise expires in accordance with its termsemployee benefit plan or limit the right of Buyer to terminate any employee at any time and for any reason.