Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time.

Employee Benefits Matters. From and after the Effective Time(a) Adara shall, Parent or shall cause the Surviving Corporation and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Subsidiaries Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as in effect immediately applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that are applicable such crediting of service shall not operate to duplicate any current benefit or former employeesthe funding of any such benefit. In addition, consultantssubject to the terms of all governing documents, or directors of the Company or any Subsidiary. Following the Effective Time, Parent Adara shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under any each of the employee benefit plan plans established or maintained by the Surviving Corporation or any of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, 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 with respect to the calendar year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeClosing occurs.

Employee Benefits Matters. From and after (a) Effective as of the Effective TimeTime and, Parent except as otherwise provided in clause (iv) below, for a period of one year thereafter, Gannett shall provide, or shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their termsprovide, all contracts, agreements, arrangements, policies, plans and commitments to each employee of the Company or the Company Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any of their respective Subsidiaries (other than such employees covered by a Collective Bargaining Agreement or employees participating in the Belo Change in Control Severance Plan (“CIC Plan Participant”)) (each, an “Affected Employee”), (i) a base salary or regular hourly wage, whichever is applicable, that is no less favorable than the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time; provided that Gannett shall have the right to reduce the base salary or regular hourly wages of an Affected Employee consistent with such reductions that are made to similarly situated employees of the Broadcasting Segment of Gannett, (ii) commission opportunities that are no less favorable than the commission opportunities provided to such Affected Employee by the Company immediately prior to the Effective Time; provided that commissions will only be paid to extent of satisfaction of the specified performance goals, (iii) benefits under qualified defined contribution retirement plans that are no less favorable than those provided to such Affected Employee by the Company immediately prior to the Effective Time, and (iv) welfare benefits that (A) for the Subsidiaries remaining portion of the 2013 calendar year, are no less favorable than the welfare benefits provided to such Affected Employee by the Company immediately prior to the Effective Time, and (B) for the 2014 calendar year are, in the aggregate, substantially similar to the welfare benefits provided to such Affected Employee by the Company in the 2013 calendar year, modified as necessary so that the increase to the aggregate budgeted welfare benefits costs to the Company of all such plans for the 2014 calendar year does not exceed 5% of the aggregate budgeted welfare benefits costs to the Company of all such plans for the 2013 calendar year (assuming no significant change in the number of participants in such plans from 2013 to 2014); provided, however, that with respect to “paid time off” benefits, Gannett will maintain, or cause the Surviving Corporation to maintain, the Company’s paid time off policy and honor all accruals thereunder through December 31, 2014 and there will be no carryover of paid time off benefits after 2014. Additionally, effective as of the Effective Time, with respect to Affected Employees who are eligible to participate in the Company’s incentive plans immediately prior to the Effective Time, the following will apply with respect to their incentive opportunities: (x) for the remaining portion of the 2013 fiscal year of the Surviving Corporation, Gannett will maintain, or cause the Surviving Corporation to maintain, the Company’s annual cash bonus programs as in effect immediately prior to the Effective Time and shall administer (or cause to be administered) such plans in a manner consistent with the Company’s practices prior to the Effective Time and the provisions set forth in Section 6.7(a)(i) of the Company Disclosure Letter, and (y) for the 2014 fiscal year of the Surviving Corporation, (I) Gannett will provide, or cause the Surviving Corporation to provide, such Affected Employees with an annual cash bonus program on a basis and with terms and conditions that are applicable no less favorable than the program that is offered to similarly situated employees of the Broadcasting Segment of Gannett and (II) such Affected Employees will be eligible for participation in the Gannett equity incentive compensation program on a basis and with terms and conditions that are no less favorable than those offered to similarly situated employees of the Broadcasting Segment of Gannett. Without limiting the generality of the foregoing, for the one year period following the Effective Time, Gannett shall, or shall cause the Surviving Corporation to provide each Affected Employee who incurs a termination of employment that would entitle such employee to severance benefits under the circumstances set forth in Section 6.7(a)(ii) of the Company Disclosure Letter (the “Severance Plan”) with severance benefits in amounts and on terms and conditions consistent with the Severance Plan, with any such severance to be determined based on the Affected Employee’s base salary or regular hourly wage as in effect immediately prior to the Effective Time (or any higher amount as in effect thereafter) and taking into account the Affected Employee’s continuous service with the Company (including any current or former employees, consultants, or directors affiliate of the Company or any Subsidiary. Following predecessor of the Company) prior to the Effective Time, Parent shall give each Company employee credit for prior service Time and with the Company or its Subsidiaries, including predecessor employers, for purposes of Gannett (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to affiliates including the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its Company and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following affiliates) after the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect . Each employee of the plan year in which Company or the Company Subsidiaries who as of immediately prior to the Effective Time occurs or is covered by a Collective Bargaining Agreement shall be provided with compensation and benefits consistent with the plan year terms of the applicable Collective Bargaining Agreement in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeeffect.

Employee Benefits Matters. From (a) During the period beginning on the Closing Date and after ending on the Effective Timefirst (1st) anniversary of the Closing Date (or such shorter period as such individual is employed with a Group Company), Parent Purchaser shall provide, or cause the Surviving Corporation and its subsidiaries applicable Group Company to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of provide each persons who is employed by the Company or any Subsidiary. Following Group Company as of the Effective Time, Parent shall give each Company employee credit for prior service with Closing Date (the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time“Employees”), and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the who remains employed by a Group Company or any of its Subsidiaries maintains Affiliates during such period with (i) the same salary or hourly wage rate as provided to such Employee immediately prior to the Closing Date, (ii) short-term cash incentive compensation opportunities that are no less favorable than the short-term cash incentive compensation opportunities as those made available to either (x) the Employee immediately prior to the Closing or (y) to similarly situated employees of the Purchaser or its Affiliates from time to time, and (iii) employee benefits (excluding any equity arrangements, defined benefit pension benefits, non-qualified deferred compensation and retiree health or welfare benefits) that are substantially similar in the aggregate to either (A) the Employee Benefit Plans and other benefit or compensation plans, programs, agreements or arrangements maintained by the Group Companies and provided to the Employees as of the Closing Date, or (B) the employee benefit plans offered to similarly situated employees of Purchaser or its Affiliates from time to time. Purchaser further agrees that, from and after the Closing Date, Purchaser shall and shall cause each Group Company and its Affiliates to grant each Employee credit for any service with a comparable PlanGroup Company earned prior to the Closing Date (a) for eligibility and vesting purposes and, 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 Purchaser or the Group Companies or any of their Affiliates on or after the Closing Date (the “New Plans”), other than (i) with respect to any equity-based arrangement, benefit accrual under any defined benefit plans or nonqualified deferred compensation plan or for eligibility purposes under any retiree health or welfare plans, (ii) as would result in any duplication of benefits, (iii) where service is not recognized under a similar Employee Benefit Plan of the Group Company immediately prior to the Closing, and (iv) where service credit is not afforded to similarly situated employees of Purchaser generally. In addition, Purchaser shall (A) cause to be credited solely waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent that such crediting will not result in waived or satisfied by an Employee (or dependent) as of the duplication of benefits. Parent shall give credit Closing Date under those of its any corresponding Employee Benefit Plan and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible (B) use commercially reasonable efforts to participate at or following the Effective Timecause any deductible, for all co-payments made, amounts credited toward deductibles insurance and covered out-of-pocket maximums, and time accrued against expenses paid on or before the Closing Date during the applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time Closing occurs by any Employee (or the plan year in which such individuals are transitioned covered dependent thereof) to such plans from be taken into account for purposes of satisfying the corresponding Plansdeductible, coinsurance and Parent shall waive all requirements maximum out-of-pocket provisions for evidence the remainder of insurability and pre-existing conditions otherwise applicable, except as would also be such year under any applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeNew Plan.

Employee Benefits Matters. From and after the (i) Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments as of the Company and the Subsidiaries as in effect 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 Time that are applicable as of Closing or, with respect to any current Eligible Employee with a right to reemployment under applicable law or former employeesa Collective Bargaining Agreement assumed by Buyer or its Subsidiary, consultantsat such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or directors 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 Company respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or any Subsidiary. Following cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Effective TimeUnion Employees and as may be amended from time to time, Parent and such employees shall give each Company employee credit for prior be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Company or its Subsidiaries, including predecessor employers, Paper Group) and their respective predecessors for purposes of (i) eligibility and vesting under any employee benefit plan the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of Parent or its applicable subsidiary in which such employee becomes eligible employment is referred to participate at or following herein as a “Transferred Employee.” Notwithstanding the Effective Timeforegoing, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service Buyer shall be credited solely under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the extent that terms of any existing individual severance agreement after such crediting will not result agreement otherwise expires in the duplication of benefits. Parent shall give credit under those of accordance with its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeterms.

Employee Benefits Matters. From (a) Except as provided in the last sentence of this Section 7.10(a) and subject to any obligations under any plan or arrangement that has been the subject of the collective bargaining process, Parent and the Surviving Corporation shall have no obligation to continue after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as Time any plan or arrangement in effect immediately prior to before the Effective Time that are (except as otherwise required by applicable to any Law, including without limitation ERISA and the Code) for current or former employees, consultants, officers or directors of the Company or any Company Subsidiary, and shall have the discretion to continue or terminate any of such programs, or to merge any of them into plans or arrangements in effect for other employees of Parent or the Surviving Corporation. Following To the Effective Timeextent legally permitted, Parent shall give each Company employee credit for prior service with employees of the Company or its Subsidiaries, including predecessor employers, any Company Subsidiary shall receive credit for purposes of (i) eligibility to participate and vesting under any employee pension benefit plan of Parent plan, program or its applicable subsidiary in which such employee becomes eligible to participate at arrangement established or following maintained by the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company Surviving Corporation or any of its Subsidiaries maintains a comparable Planand for the purpose of eligibility and determining the amount of any benefit with respect to any employee welfare benefit plan, program or arrangement established or maintained by the Surviving Corporation for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Subsidiary; provided, however, that such crediting of service shall be credited solely not operate to duplicate any benefit or the funding of any such benefit. If, during the annual period of coverage (the “Applicable Period of Coverage”) in which falls the Closing Date, the Surviving Corporation shall terminate any “group health plan,” within the meaning of Code Section 4980B(g)(2), in which one or more of the Company’s or a Company Subsidiary’s employees participated immediately prior to the Closing Date, the Surviving Corporation shall cause any successor group health plan to apply any waiting or pre-existing condition limitations period only to the extent that its duration is not in excess of the corresponding waiting or pre-existing condition limitations period applied under such crediting will not result predecessor plan and to give credit for any such employee’s participation in the duplication predecessor plan prior to the Closing Date for covered expenses paid by any each such employee under a predecessor plan during the Applicable Period of benefitsCoverage towards satisfaction of any annual deductible limitation, co-payment and/or out-of pocket maximum applied under such successor group health plan. Parent shall give credit also cause the Surviving Corporation to perform the Company’s obligations under those the change in control and other agreements referred to in Section 7.10(a) of the Company Disclosure Schedule between the Company and certain of its officers and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at unless any such officer or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeagrees otherwise.

Employee Benefits Matters. (a) From and after the Effective Time, Parent shall cause assume and honor all Company Benefit Plans and shall honor all Parent Benefit Plans (including the Surviving Corporation arrangements identified on Section 6.7 of the Parent Disclosure Letter). For all purposes under the employee benefit plans of Parent and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable affiliates providing benefits to any current or former employeesemployee of Parent, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plantheir respective affiliates (collectively, service the “Continuing Employees”) after the Effective Time (the “New Plans”), and subject to Applicable Law, each Continuing Employee shall be credited solely with his or her years of service with Parent or the Company or any of their respective affiliates, as the case may be, before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Parent Benefit Plans or Company Benefit Plans, as applicable, except to the extent that such crediting will not credit would result in the a duplication of benefits. Parent In addition, and without limiting the generality of the foregoing, and subject to any Applicable Law: (i) each Continuing Employee shall give credit under those of its be immediately eligible to participate, without any waiting time, in any and its subsidiaries’ all New Plans which are welfare benefit plans to the extent coverage under such New Plan replaces coverage under a comparable Parent Benefit Plan or Company Benefit Plan, as applicable, in which Company employees and their eligible dependents become eligible to participate at or following such Continuing Employee participated immediately before the Effective TimeTime (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent shall use reasonable best efforts to cause all copre-payments madeexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, amounts credited toward deductibles and Parent shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket maximums, requirements applicable to such Continuing Employee and time accrued against his or her covered dependents for the applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year as if such amounts had been paid in which the Effective Time occurs or the plan year in which accordance with such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeNew Plan.

Employee Benefits Matters. From (a) During the period beginning on the Closing Date and after ending on the Effective Timefirst (1st) anniversary of the Closing Date, Parent Purchaser shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide each employee of the Company who is employed by the Company as of the Closing (including employees of the Company that are co-employed with a professional employer organization) (the “Company Employees”) with a base salary or hourly wage rate and other cash compensation opportunities, including bonus, incentive and commission opportunities, that are no less favorable in the Subsidiaries as in effect aggregate than the cash compensation opportunities provided to each such Company Employee immediately prior to the Effective Time Closing Date and with employee benefits (excluding equity arrangements) that are applicable substantially comparable in the aggregate to any current the Employee Benefit Plans and other benefit and compensation plans, programs, policies, agreements or former employees, consultants, or directors of arrangements (excluding equity arrangements) maintained by the Company or any Subsidiaryas of immediately prior to the Closing Date. Following Purchaser further agrees that, from and after the Effective TimeClosing Date, Parent Purchaser shall give and shall cause each Company employee Employee to be granted credit for prior all service with the Company or its Subsidiariesand any of their predecessors earned prior to the Closing Date for all purposes, including predecessor employers, eligibility and vesting purposes and for purposes of (i) eligibility vacation accrual and vesting severance benefit determinations, but excluding defined benefit pension, retiree welfare, equity-based incentive compensation or any similar plan, program or agreement, under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at compensation plan, program, policy, agreement or following the Effective Time, and (ii) determination of benefits levels under any vacation arrangement that is sponsored or severance plan of Parent maintained by or its subsidiaries in which such employee becomes eligible to participate at may be established or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the maintained by Purchaser or a Company or any of its Subsidiaries maintains a comparable Plantheir Affiliates on or after the Closing Date (the “New Plans”), service shall be credited solely in each case, to the extent that such crediting will credit does not result in the any duplication of benefits. Parent In addition, Purchaser shall give credit use commercially reasonable efforts to (A) cause to be waived all pre‑existing condition exclusions and actively‑at‑work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under those any New Plans to the extent waived or satisfied by a Company Employee (or covered dependent thereof) under any Employee Benefit Plan as of its the Closing Date and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time(B) cause any deductible, for all co-payments made, amounts credited toward deductibles insurance and out-of-pocket maximumsexpenses 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 applicable deductible, coinsurance and time accrued against maximum out‑of‑pocket provisions after the Closing Date under any applicable waiting periods, by Company employees and their eligible dependentsNew Plan in the year of initial participation, in respect each case, to the extent that such credit does not result in any duplication of benefits. Purchaser agrees that Purchaser and the Company shall be solely responsible for satisfying the requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B‑9. Nothing in this Agreement shall confer upon any Company Employee or any other individual any right to continue in the employ or service of Purchaser or its Affiliates (including, after the Transactions, the Company). Nothing in this Section 6.8 shall (i) be deemed or construed to establish, or be an amendment or other modification of, any Employee Benefit Plan, New Plan or other employee benefit plan year of Purchaser, the Company or any of their Affiliates or (ii) create any third-party rights in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiariesany Person, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at any current or following the Effective Timeformer Company Employee (or any beneficiaries or dependents thereof).

Employee Benefits Matters. From and after the Effective Time(a) Holdco shall, Parent or shall cause the Company, the Surviving Corporation and its subsidiaries each of their respective subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries as in effect who remain employed immediately prior after the Closing (the “Continuing Employees”) to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee receive credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility to participate and vesting under any employee benefit plan plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Corporation or any of Parent their respective subsidiaries, other than any defined benefit pension plan, for service accrued or its applicable subsidiary in which 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) 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 becomes eligible to participate at benefit plans established or following maintained by Holdco, the Effective TimeCompany, the Surviving Corporation or any of their respective subsidiaries that cover the Continuing Employees or their dependents and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare Plans in which such individuals are transitioned Continuing Employee participates immediately prior to such plans from the corresponding Plans, Closing to be taken into account under those health and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath welfare benefit plans of Parent and its subsidiariesHoldco, including medicalthe Company, dental, vision and prescription drug plans, the Surviving Corporation or any of their respective subsidiaries in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable plan year. Following the Closing, Holdco shall, or shall cause the Company, the Surviving Corporation 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.

Employee Benefits Matters. From and after the Effective Time(a) Holdco shall, Parent or shall cause the Company Merger Surviving Corporation and its subsidiaries Corporation, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and who remain employed immediately after the Subsidiaries as in effect immediately prior to the Company Merger Effective Time that are applicable to any current or former employees, consultants, or directors of (the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee “Continuing Employees”) credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility to participate, vesting and vesting determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by Holdco or the Company Merger Surviving Corporation (including, without limitation, any employee benefit plan as defined in Section 3(3) of Parent ERISA and any vacation or its applicable subsidiary in which other paid time-off program or policy) for service accrued or deemed accrued prior to the Company Merger Effective Time with the Company; 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, and shall cause the Company Merger Surviving Corporation to, 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 becomes eligible to participate at benefit plans established or following maintained by Company Merger Surviving Corporation that cover the Effective TimeContinuing Employees or their dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee currently participates to such be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable plan year. Following the Closing, Company Merger 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.

Employee Benefits Matters. From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. (a) Following the Effective Time, Parent shall give each employee of the Company, the Surviving Corporation or their respective Subsidiaries who shall have been employed by the Company employee or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”) full credit for prior service with the Company or its Subsidiaries, including predecessor employers, Subsidiaries to the extent such service would be recognized if it had been performed as an employee of Parent for purposes of (i) eligibility and vesting under any employee Parent Employee Plans, but not for benefit accrual purposes under any defined benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timefor purposes of determining eligibility for retiree health and welfare benefits, and (ii) unless covered under another arrangement with or of Parent or the Surviving Corporation, determination of benefits benefit levels under any vacation Parent Employee Plan or severance policy of general application relating to vacation, sick and paid time off accrual or severance, 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. For the avoidance of doubt, no Continuing Employee 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 limitations on benefits relating to pre-existing conditions, eligibility waiting periods, evidence of insurability, physical examination and actively at-work requirements to the same extent such limitations or requirements would not have been applicable to such Continuing Employee under the terms of any comparable medical and dental plan of the Company and its Subsidiaries. For purposes of this Agreement, the term “Parent Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other formal written plan or policy under which service with Parent is relevant to eligibility, vesting and/or level of benefits, for the benefit of, or relating to, the current employees of Parent or its subsidiaries in Subsidiaries and with respect to which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will eligibility has not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timebeen frozen.

Employee Benefits Matters. From (a) Effective as of the Effective Time and after continuing through December 31, 2012, Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or the Company Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any of their respective Subsidiaries (other than such employees covered by collective bargaining agreements) (the “Affected Employees”), (i) a base salary or regular hourly wage, whichever is applicable, that is substantially comparable to the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time and (ii) employee benefits (other than equity compensation and short-term incentive compensation) that are, in the aggregate, substantially comparable to those provided to such Affected Employee (including all dependents) by the Company immediately prior to the Effective Time; provided, that Parent may provide Affected Employees with equity compensation grants in its discretion; and provided, further, that Parent shall have no obligation to cause any Affected Employee who is not actively accruing benefits under a tax-qualified defined benefit plan of the Company or the Company Subsidiaries immediately prior to the Effective Time to actively accrue benefits under a tax-qualified defined benefit of Parent and its Subsidiaries. Without limiting the generality of the foregoing, until the date that is 18 months following the Effective Time, Parent shall cause to be maintained in place, in accordance with its terms as of the date of this Agreement the Temple-Inland Enhanced Severance Pay Policy, which is set forth on Schedule 6.8(a) of the Company Disclosure Letter and any severance policy for hourly or part time employees who are not subject to collective bargaining agreements that is included in an employee handbook or similar document as of the date of this Agreement. For 2011, the Company and the Company Subsidiaries shall pay bonuses to the Affected Employees at the earlier of (x) the Effective Time or (y) the date on which short term bonuses are ordinarily paid to Affected Employees based on the greater of target level and actual performance in respect of the portion of the 2011 year from January 1, 2011 through December 31, 2011 or, if earlier, the Effective Time. If the Effective Time has not occurred by January 1, 2012, the Company may establish for 2012 annual incentive targets and performance goals that are substantially similar to the annual incentive targets and performance goals under the Company’s 2011 annual incentive compensation plan and the Company and the Company Subsidiaries shall pay pro-rata bonuses for 2012 at the target level to Affected Employees at the Effective Time. Parent shall cause the Affected Employees to participate in short-term annual incentive compensation plans of Parent and its Subsidiaries for 2012 or, if the Effective Time occurs in 2012, for the remainder of 2012, that provide short-term annual incentive compensation opportunities that are, in the aggregate, substantially comparable to those provided to similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time).

Employee Benefits Matters. From and after the Effective Time(a) The SPAC shall, Parent or shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments 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 Subsidiaries level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation (including, without limitation, any employee benefit plan as defined in effect immediately 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 that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or its Subsidiariesthe funding of any such benefit. In addition, including predecessor employers, for purposes of the SPAC shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under any each of the employee benefit plan of Parent plans established or its applicable subsidiary in which such employee becomes eligible to participate at maintained by the Surviving Corporation that cover the Continuing Employees or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee currently participates to such be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable plan year. Following the Closing, 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.

Employee Benefits Matters. From (a) For a period of one year from and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, terms (without amendment or modification in a manner adverse to the participants therein) all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, employees or directors of the Company or any Subsidiary. Following ; provided, however, that Parent and the Surviving Corporation shall not be required to provide an employer stock fund in any defined contribution plan, or to make any matching or other contributions to such plans in stock; provided, further, that after the first anniversary of the Effective Time, Parent and the Surviving Corporation or any of Parent's subsidiaries shall give each not be prohibited from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and commitments in accordance with their terms. Employees of the Company employee or any Subsidiary (the "Company Employees") shall receive credit for service accrued prior service to the Effective Time with the Company or its Subsidiaries, including predecessor employers, any Subsidiary ("Pre-Closing Service") for purposes of (i) eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan of plan, program or arrangement established or maintained by Parent or any of its applicable subsidiary in which subsidiaries (including the Surviving Corporation) that is extended to the Company Employees; provided, however, that such employee becomes eligible crediting of service shall not operate to participate at duplicate any benefit or following the Effective Timefunding of any such benefit. In addition, Parent and (ii) determination of the Surviving Corporation shall waive, or cause to be waived, any limitations on benefits levels relating to any pre-existing conditions to the same extent such limitations are waived under any vacation or severance comparable plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Timerecognize, for all purposes of annual deductible, co-payments made, amounts credited toward deductibles payment and out-of-pocket maximumslimits under its medical and dental plans, deductible, co-payment and time accrued against applicable waiting periods, out-of-pocket expenses paid by Company employees and their eligible dependents, in respect of the Company and its Subsidiaries in the respective plan year in which the Effective Time occurs occurs; and provided, further, however, that (i) all Pre-Closing Service shall be counted for purposes of determining the level of benefits under any vacation or severance plan following the plan year in which such individuals are transitioned to such plans from Effective Time established or maintained by Parent or any of its subsidiaries (including the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, Surviving Corporation) that is extended to Company Employees and (ii) following the Effective Time, all employees of the Company and their eligible dependents the Subsidiaries shall be entitled to all unused vacation time accrued as of the Effective Time. Notwithstanding any of the foregoing to the contrary, during the one-year period following the Effective Time, Parent may cause the Surviving Corporation and the other subsidiaries of Parent to provide to certain employees of the Company and the Subsidiaries all employee benefit plans, programs or arrangements of Parent or any of its subsidiaries available to similarly situated employees of Parent and its subsidiaries; provided that the employees of the Company and the Subsidiaries receive benefits under such employee benefit plans, programs or arrangements that are not less favorable than the employee heath plans benefits provided to similarly situated employees of Parent and its subsidiaries, including medical, dental, vision and prescription drug in lieu of the employee benefit plans, in which such individuals become eligible to participate at programs or following arrangements of the Effective TimeCompany and the Surviving Corporation.

Employee Benefits Matters. From (a) New SPAC shall provide the Continuing Employees credit for purposes of eligibility to participate, vesting and after determining the Effective Timelevel of benefits, Parent shall cause the Surviving Corporation and as applicable, under any employee benefit plan, program or arrangement established or maintained by New SPAC or any of its subsidiaries to honor in accordance with their terms(including, all contractswithout limitation, agreements, arrangements, policies, plans any employee benefit plan and commitments of the Company and the Subsidiaries as in effect immediately any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Company Amalgamation Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following In addition, SPAC shall cause (i) 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 such New SPAC Plan to be waived for such Continuing Employee and his or her covered dependents (except to the Effective Timeextent that such exclusions or requirements applied to the Continuing Employee under comparable Company Plans); and (iii) any co-payments, Parent shall give each Company employee credit for prior service with deductibles and other eligible expenses incurred by such Continuing Employee and/or his or her covered dependents during the Company or its Subsidiaries, including predecessor employers, plan year ending on the Closing Date to be 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 applicable plan year of each comparable New SPAC Plan (i) eligibility to the extent such credit would have been given under comparable Company Plans prior to the Closing. The provisions of this Section 7.05 are solely for the benefit of the Parties to this Agreement, and vesting nothing contained in 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 Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any shall require the Company, New SPAC, Newco and each of its Subsidiaries maintains a comparable Planto continue any Plan or other employee benefit arrangements, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and or prevent their eligible dependents become eligible to participate at amendment, modification or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timetermination.

Employee Benefits Matters. (a) All employees of the Company and the Subsidiaries who accept employment with Parent (the “Company Employees”) shall continue in their existing benefit plans until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent’s benefits programs and by applicable law, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other benefits programs of Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the effectiveness of the Company’s and each Subsidiary’s benefit plans. If Parent implements a matching contribution feature under its 401(k) plan, it shall give all Company Employees credit for service with the Company for purposes of vesting the matching contributions to the same extent it does so for Parent’s current employees. From and after the Effective Time, Parent shall (a) cause the Surviving Corporation any pre-existing conditions or limitations and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of eligibility waiting periods (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in waiting periods would be applicable, taking into account service with the duplication Company) under any group health plans of benefits. Parent shall give credit under those of or its and its subsidiaries’ welfare benefit plans in which affiliates to be waived with respect to Company employees Employees and their eligible dependents become eligible to participate at or following the Effective Time, and (b) give each Company Employee credit for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the plan year in Effective Time for which payment has been made to the extent permissible under such individuals are transitioned plans. The cash value of any earned but unused vacation time accrued by Company Employees at Closing will be paid to such plans from each Company Employee at Closing. Following the corresponding Plans, Closing and Parent shall waive all requirements for evidence a period of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, up to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or six months following the Effective TimeClosing, Company Employees will be allowed to take the vacation set forth on Schedule 6.04 of the Company Disclosure Schedule and unpaid vacation time to the extent that they had earned but unused vacation time with the Company on the Closing Date, provided the vacation otherwise complies with Parent’s vacation policy and subject to any requisite manager approval pursuant to Parent’s vacation policy.

Employee Benefits Matters. From (a) After the Closing Date, with respect to each “employee benefit plan” as defined in Section 3(3) of ERISA and each vacation and severance plan maintained by Parent or any subsidiary of Parent (collectively, the “Parent Benefit Plans”) in which any director, officer, employee or independent contractor of the Company or any Subsidiary (the “Company Employees”) will participate after the Effective Time, Parent shall, or shall cause Sub REIT to cause the Surviving Entity to, recognize all service of the Company Employees with the Company or a Subsidiary, as the case may be, for purposes of eligibility, vesting and level of benefits (with respect to severance, vacation and other service-based benefits), but not for purposes of benefit accrual or computation, in any such Parent Benefit Plan (except to the extent such credit would result in a duplication of benefits for the same period of service). In addition, Parent shall use commercially reasonable efforts to, or shall cause the Surviving Corporation Entity to use commercially reasonable efforts to, (i) waive all limitations as to preexisting conditions, exclusions and its subsidiaries waiting periods with respect to honor participation and coverage requirements applicable to the Company Employees under any welfare benefit plans that such employees may be eligible to participate in accordance after the Effective Time, other than limitations or waiting periods that are already in effect with their terms, all contracts, agreements, arrangements, policies, plans respect to such employees and commitments that have not been satisfied as of the Effective Time under any welfare benefit plan maintained for the Company and the Subsidiaries as in effect Employees immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under provide each Company Employee with credit for any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward and deductibles and paid prior to the Effective Time during the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable such year under the corresponding Plans, to Company any welfare plans that such employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become are eligible to participate at or following in after the Effective Time.

Employee Benefits Matters. From and after Effective as of the Effective TimeTime and for a period of twelve (12) months thereafter, Parent shall provide, or shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their termsprovide, all contracts, agreements, arrangements, policies, plans and commitments to each employee of the Company and who continues to be employed by the Subsidiaries as in effect Company or the Surviving Corporation after the Effective Time (the “Affected Employees”), (a) a base salary or regular hourly wage, whichever is applicable, that is not less than the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (iib) determination of employee benefits levels under any vacation or severance plan of Parent or its subsidiaries that are, in which the aggregate, substantially comparable to those provided to such employee becomes eligible Affected Employee (including all dependents) by the Company immediately prior to participate at or following the Effective Time; provided provided, that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in each case under clauses (i) and (ii) aboverespect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided, if further, that no plans or arrangements of the Company or any of its Subsidiaries maintains a comparable Plan, service Company Subsidiary providing for such issuance shall be credited taken into account in determining whether employee benefits are substantially comparable in the aggregate. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company) shall be taken into account (i) for purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, (ii) for purposes of eligibility for vacation under Parent’s vacation program, (iii) for purposes of eligibility and participation under any health or welfare plan maintained by Parent (other than any post-employment health or post-employment welfare plan) and Parent’s 401(k) plan and (iv) unless covered under another arrangement with or of the Company, for benefit accrual purposes under Parent’s severance plan (in the case of each of clauses (i), (ii), (iii) and (iv), solely to the extent that Parent makes such crediting will plan or program available to employees of the Surviving Corporation and not in any case where credit would result in the duplication of benefits), but not for purposes of any other employee benefit plan of Parent. Parent shall give credit under those Effective as of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective TimeTime and thereafter, for Parent shall, and shall cause the Surviving Corporation to, (i) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (ii) waive any and all co-payments madeeligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (iii) credit each Affected Employee with all deductible payments, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, or other co-payments paid by Company employees and their eligible dependents, in respect such employee under the health benefit plans of the plan Company or its affiliates prior to the Closing Date during the year in which the Effective Time Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan year in which of Parent or an affiliate of Parent for such individuals are transitioned year. The Offer shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation policies applicable to such plans from Affected Employee immediately prior to the corresponding PlansEffective Time. Nothing in this Agreement shall confer upon any Affected Employee any right to continue in the employ or service of Parent, and Parent the Surviving Corporation or any affiliate of Parent, or shall waive all requirements interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Affected Employee at any time for evidence of insurability and pre-existing conditions otherwise applicableany reason whatsoever, with or without cause, except as would also be applicable under to the corresponding Plansextent expressly provided otherwise in a written agreement between Parent, to the Surviving Corporation, the Company employees and their eligible dependents under the employee heath plans or any affiliate of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeAffected Employee.

Employee Benefits Matters. From and after the Effective Time(a) Parent shall, Parent or shall cause the Surviving Corporation Entity and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries 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 in effect immediately applicable, under any Employee Benefit Plan established or maintained by the Surviving Entity or any of its Subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following the Effective TimeIn addition, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the Surviving Entity or any employee benefit plan of Parent its Subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, the Surviving Entity will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. As a condition to Parent’s obligations under this Section 7.07(a), the Company shall provide Parent or its designee with all information reasonably requested and necessary to allow Parent or its designee to comply with such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeobligations.

Employee Benefits Matters. From and after (a) For a period of at least 12 months following the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors (i) arrange for each employee of the Company or any Company Subsidiary who becomes an employee of Eisai US (or an employee of any Parent Subsidiary or affiliate (including by remaining an employee of the Company or any Company Subsidiary. Following )), within a reasonable period of time after the Effective Time, Parent shall give each Company employee credit to be eligible for prior service with a base salary and other compensation at a rate no less favorable in the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which aggregate than such employee becomes eligible was receiving immediately prior to participate at or following the Effective Acceptance Time, and (ii) determination arrange for the participants in the Benefit Plans (the “Benefit Plan Participants”) who become employees of benefits levels under Eisai US (or employees of any vacation Parent Subsidiary or severance plan affiliate (including by remaining employees of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any Company Subsidiary)), within a reasonable period of its Subsidiaries maintains time after the Effective Time (including all dependents), subject to the limitations and restrictions of the Benefit Plans, to be eligible for benefits comparable in the aggregate to those available to such employees (or dependents) immediately prior to the Acceptance Time and to be treated in a comparable Planmanner so as to avoid any discontinuation of coverage; provided, service that nothing in this Section 6.8(a) shall be credited solely require Parent or Eisai US to offer any particular Benefit Plan Participant any particular benefit. Each Benefit Plan Participant shall, to the extent that such crediting will not permitted by applicable law, applicable Tax requirements and the terms of any applicable employee benefit plans, and subject to any applicable break in service or similar rule, receive credit for purposes of eligibility to participate, matching contributions, benefit accrual and vesting under Eisai US employee benefit plans for years of service with the Company prior to the Effective Time, except for benefits accrued under defined benefit pension plans, for purposes of qualified early retirement benefit, or to the extent it would otherwise result in the a duplication of benefits. If applicable and permitted by the relevant Benefit Plan, Parent shall give cause any and all pre-existing condition limitations (or actively-at-work or similar limitations), eligibility waiting periods and evidence of insurability requirements under any Eisai US employee benefit plans to be waived with respect to such Benefit Plan Participants and their eligible dependents and shall provide them with credit for any co-payments, deductibles or offsets (or similar payments) made during the plan year that includes the Effective Time for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under those of its and its subsidiaries’ welfare any Eisai US employee benefit plans in which Company employees and their eligible dependents become they are eligible to participate at or following after the Effective Time. Notwithstanding the foregoing, for all co-payments madenothing contained in this Agreement shall (1) be treated as an amendment of any particular Benefit Plan, amounts credited toward deductibles and out-of-pocket maximums(2) give any third party any right to enforce the provisions of this Section 6.8 or (3) obligate Parent, and time accrued against applicable waiting periodsEisai US, by Company employees and the Surviving Corporation or any of their eligible dependents, in respect affiliates to (A) maintain any particular Benefit Plan or (B) retain the employment of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeany particular employee.

Employee Benefits Matters. From and after the Effective Time, Parent shall The Buyer will provide (or cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments be provided) 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 Subsidiaries as in effect immediately prior aggregate substantially comparable to the Effective Time compensation and employee benefits provided to similarly situated employees of the Buyer, except to the extent and for the period that are applicable the Buyer elects to keep in force any current or former employees, consultants, or directors existing benefits of the Company or any Subsidiaryof its Subsidiaries. Following The Buyer hereby agrees that, from and after the Effective TimeClosing Date, Parent the Buyer shall give each cause the Company employee to grant all employees of the Company and its Subsidiaries credit for prior any service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains 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 comparable similar Employee Benefit Plan, service shall be credited solely except, in each case, to the extent that such crediting will not treatment would result in the duplication of duplicative benefits. Parent In addition, the Buyer hereby agrees that the Buyer shall give credit 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 those 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 its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and maximum out-of-pocket maximumsprovisions during the calendar year that includes the transition date under any applicable Buyer Plan, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect provided that the employee or covered dependent provides satisfactory evidence of the plan year 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 which Q&A-4 of Treas. Reg. §54.4980B -9 in connection with the Effective Time occurs transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not (x) be deemed to amend or waive compliance with the plan year in which such individuals are transitioned 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 agreement with the Company prior to the date hereof with respect to such plans from individual's post-Closing employment with the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under Buyer and/or the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision Subsidiaries; it being understood and prescription drug plans, agreed that such individual's post-Closing employment terms shall be governed by the terms of such employment agreement and not this Section 9L unless otherwise specified in which any such individuals become eligible to participate at or following the Effective Timeemployment agreement.

Employee Benefits Matters. From During the period beginning on the Closing Date and after ending on the Effective Timefirst (1st) anniversary of the Closing Date, Parent shall cause provide the Surviving Corporation salaried employees of each Group Company who continue to be employed by a Group Company with the same base salary (excluding employee benefits, equity, incentive and its subsidiaries bonus arrangements) as provided to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect such employees immediately prior to the Effective Time that are applicable to any current or former employeesClosing Date. Parent further agrees that, consultants, or directors of from and after the Company or any Subsidiary. Following the Effective TimeClosing Date, Parent shall give or shall cause each Group Company employee to grant all of its employees credit for prior any service with such Group Company credited prior to the Company or its Subsidiaries, including predecessor employers, for purposes of Closing Date (i) for eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, purposes and (ii) determination for purposes of benefits levels vacation accrual and severance benefit determinations under any vacation benefit or severance plan of compensation plan, program, agreement or arrangement that may be established or maintained by Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company Surviving Entity or any of its Subsidiaries maintains a comparable Planon or after the Closing Date (the “New Plans”). In addition, service Parent shall (A) cause to be credited solely waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that provide medical, dental or vision benefits to the extent that such crediting will not result in waived or satisfied by an employee under any Employee Benefit Plan as of the duplication of benefits. Parent shall give credit under those of its Closing Date and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time(B) cause any deductible, for all co-payments made, amounts credited toward deductibles insurance and covered out-of-pocket maximumsexpenses paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and time accrued against maximum out-of-pocket provisions after the Closing Date under any applicable waiting periodsNew Plan in the year of initial participation. Nothing contained herein, by express or implied, is intended to confer upon any employee of any Group Company employees and their eligible dependentsany right to continued employment for any period or continued receipt of any specific employee benefit, in respect or shall constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan. Parent agrees that the Surviving Entity shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the plan year Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in which the Treasury Regulation Section 54.4980B-9. Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence as of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time, the Surviving Corporation hereby expressly assumes those agreements set forth in Schedule 5.9 and agrees to perform the obligations of the Company thereunder in accordance with the terms and conditions thereof.

Employee Benefits Matters. From (a) During the period beginning on the Closing Date and after ending no earlier than the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments 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 and the Subsidiaries as in effect Employees”) with total compensation that is substantially comparable to that provided to each such Company Employee immediately prior to the Effective Time Closing Date and with employee benefits (excluding equity arrangements) that are applicable substantially comparable in the aggregate to any current the Employee Benefit Plans and other benefit and compensation plans, programs, policies, agreements or former employeesarrangements maintained by the Group Companies as of immediately prior to the Closing Date. Acquirer further agrees that, consultantsfrom and after the Closing Date, or directors of the Company or any Subsidiary. Following the Effective Time, Parent Acquirer shall give use commercially reasonable efforts to cause each Company employee Employee to be granted credit for prior all service with the Company or its SubsidiariesGroup Companies and any of their predecessors earned prior to the Closing Date for all purposes, including predecessor employers, eligibility and vesting purposes and for purposes of (i) eligibility vacation accrual and vesting severance benefit determinations, under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at compensation plan, program, policy, agreement or following the Effective Time, and (ii) determination of benefits levels under any vacation arrangement that is sponsored or severance plan of Parent maintained by or its subsidiaries in which such employee becomes eligible to participate at may be established or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the maintained by Acquirer or a Group Company or any of its Subsidiaries maintains a comparable Plantheir Affiliates on or after the Closing Date (the “New Plans”). In addition, service Acquirer shall use commercially reasonable efforts to: (A) cause to be credited solely waived all pre‑existing condition exclusions and actively‑at‑work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent that such crediting will not result in waived or satisfied by a Company Employee (or covered dependent thereof) under any Employee Benefit Plan as of the duplication of benefits. Parent shall give credit under those of its Closing Date; and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time(B) cause any deductible, for all co-payments made, amounts credited toward deductibles insurance and out-of-pocket maximumsexpenses 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 applicable deductible, coinsurance and time accrued against maximum out‑of‑pocket provisions after the Closing Date under any applicable waiting periodsNew Plan in the year of initial participation. Nothing in this Agreement shall: (i) confer upon any Company Employee or any other Person any right to continue in the employ or service of Acquirer or any of its Affiliates (including, by after the Closing Date, the Group Companies); (ii) be deemed or construed to 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 employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs Employee (or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible any beneficiaries or dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timethereof).

Employee Benefits Matters. From (a) JE Holdings, Parent and after Purchaser agree that following the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their termsSubsidiaries and successors shall provide those persons who, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time Time, were employees of the Company or its Subsidiaries (“Retained Employees”) with employee plans and programs which provide benefits that are applicable substantially similar in the aggregate than those provided to any current or former employees, consultants, or directors similarly situated employees of JE Holdings. Employees of the Company or any Subsidiary. Following the Effective Time, Parent Subsidiary shall give each Company employee receive credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) 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 of Parent plan, program or its applicable subsidiary in which such employee becomes eligible to participate at arrangement that is established or following maintained by the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company Surviving Corporation or any of its Subsidiaries maintains a comparable Plan, and in which such employees are eligible to participate after the Effective Time for service shall be credited solely accrued or deemed accrued prior to the extent Effective Time with the Company or any Subsidiary; provided, however, that such crediting will of service shall not result in operate to duplicate any benefit or the duplication funding of benefitsany such benefit. Parent shall give credit under those In addition, with respect to any medical, dental, pharmaceutical and/or vision benefit plan of its and its subsidiaries’ welfare benefit plans JE Holdings in which employees of the Company may participate following the Effective Time (a “New Plan”), JE Holdings shall cause all pre-existing condition exclusion and actively-at-work requirements to be waived for such employees and their eligible covered dependents become eligible (provided, however, that such waiver shall not apply to participate at any pre-existing condition that excluded any such employee or following dependent prior to the Effective TimeTime from the corresponding Plan maintained by the Company) and shall provide that any covered expenses incurred on or before the Effective Time by an employee or an employee’s covered dependents shall be taken into account for purposes of satisfying applicable deductible, for all co-payments made, amounts credited toward deductibles coinsurance and maximum out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of provisions under the plan year in which relevant New Plan after the Effective Time occurs or to the plan year in which same extent as such individuals expenses are transitioned to such plans from taken into account for the corresponding Plans, and Parent shall waive all requirements for evidence benefit of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company similarly situated employees and their eligible dependents under the employee heath plans of Parent JE Holdings and its subsidiariesSubsidiaries. Subject to the provisions of this Section 6.5, including medical, dental, vision and prescription drug nothing shall require JE Holdings to provide the Retained Employees with any particular employee benefit plans, in which such individuals become eligible agreements, or programs or preclude or limit JE Holdings’ ability to participate at modify, amend, or following terminate any New Plan or any of the Effective TimeCompany’s Plans as it deems appropriate.

Employee Benefits Matters. From and after the Effective Time(a) InterPrivate shall, Parent or shall cause the Surviving Corporation and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments 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 Subsidiaries level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (including, without limitation, any employee benefit plan as defined in effect immediately 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 that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or its Subsidiariesthe funding of any such benefit. In addition, including predecessor employers, for purposes of InterPrivate shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under any each of the employee benefit plan plans established or maintained by the Surviving Corporation or any of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee currently participates to such be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable plan year. Following the Closing, 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.

Employee Benefits Matters. From and after the Effective Time(a) Holdco shall, Parent or shall cause the Company, the Surviving Corporation Company and its subsidiaries each of their respective subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries as in effect who remain employed immediately prior after the Closing (the “Continuing Employees”) to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee receive credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility to participate and vesting under any employee benefit plan plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Company or any of Parent their respective subsidiaries, other than any qualified or its applicable subsidiary in which 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) 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 becomes eligible to participate at 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 Effective Time, Closing and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare Plans in which such individuals are transitioned Continuing Employee participates immediately prior to such plans from the corresponding Plans, Closing to be taken into account under those health and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath welfare benefit plans of Parent and its subsidiariesHoldco, including medicalthe Company, dental, vision and prescription drug plans, the Surviving Company or any of their respective subsidiaries in which such individuals become eligible to participate at or Continuing Employee participates following the Effective TimeClosing 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.

Employee Benefits Matters. From (a) During the period beginning on the Closing Date and after ending on the Effective Timefirst anniversary of the Closing Date, Parent shall cause provide employees of each Group Company who continue to be employed by a Group Company with the Surviving Corporation and its subsidiaries same salary or hourly wage rate as provided to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect such employees immediately prior to the Effective Time Closing Date and with employee benefits (excluding equity arrangements) that are applicable substantially similar in the aggregate to any current or former employeesthe employee benefits provided to similarly situated employees of Parent. Parent further agrees that, consultants, or directors of from and after the Company or any Subsidiary. Following the Effective TimeClosing Date, Parent shall give and shall cause each Group Company employee to grant all of its employees credit for prior any service with such Group Company earned prior to the Company or its Subsidiaries, including predecessor employers, Closing Date (a) for eligibility and vesting purposes and (b) for purposes of vacation accrual and severance benefit determinations (ito the extent years of service is relevant to the level of benefits for which an employee is eligible) eligibility and vesting under any employee benefit plan of or compensation plan, program, agreement or arrangement that may be established or maintained by Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company Surviving Entity or any of its Subsidiaries maintains a comparable Planon or after the Closing Date (the “New Plans”); provided, however, that in no event shall such service shall be credited solely to the extent that such crediting will not credit result in the any duplication of benefits. In addition, Parent shall give credit use commercially reasonable efforts to (i) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under those any New Plans to the extent waived or satisfied by an employee under any Employee Benefit Plan as of its the Closing Date and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time(ii) cause any deductible, for all co-payments made, amounts credited toward deductibles insurance and covered out-of-pocket maximumsexpenses paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer upon any employee of any Group Company any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan. Parent agrees that Parent and the Surviving Entity shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. This Section 6.9(a) is not intended, and time accrued against applicable waiting periodsshall not be deemed, by Company employees to confer any rights or remedies upon any Person other than the parties hereto and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, respective successors and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Planspermitted assigns, to Company employees and their eligible dependents under the employee heath plans create any agreement of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible employment with any Person or to participate at or following the Effective Timeotherwise create any third-party beneficiary hereto.

Employee Benefits Matters. From and after the Effective Time(a) Parent shall, Parent or shall cause the Surviving Corporation and each of its subsidiaries Subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries 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 in effect immediately applicable, under any Employee Benefit Plan established or maintained by the Surviving Corporation or any of its Subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following the Effective TimeIn addition, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the Surviving Corporation or any employee benefit plan of Parent its Subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, 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 with respect to the calendar year in which the Closing occurs. The Company shall provide Parent or its designee with all information reasonably requested and necessary to allow Parent or its designee to comply with such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeobligations.

Employee Benefits Matters. From For a period beginning on the Closing Date and after ending no earlier than December 31, 2003, Acquiror shall provide, or cause to be provided, to employees of the Effective Time, Parent shall cause the Surviving Corporation and Target who continue employment with Acquiror or any of its subsidiaries (“Continuing Employees”) benefits that are, in the aggregate, substantially similar to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments or more favorable than the benefits provided to each of the Company and the Subsidiaries as in effect Continuing Employees immediately prior to the Effective Time that are applicable Closing Date. During such period, Acquiror shall, to any current or former employeesthe extent allowed by law, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior (i) cause Continuing Employees to be credited with service with the Company or its Subsidiaries, including predecessor employers, Target for purposes of (i) eligibility and vesting under any employee benefit plan or program (other than any cash bonus plan and any stock option or other equity incentive plans that Acquiror has in effect or may implement from time to time) established or maintained by Acquiror for the benefit of Parent or 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 subsidiary health and welfare plans offered to the Continuing Employees by the Target) in which such employee becomes eligible to participate at or following the Effective Timerespect of Continuing Employees (and their beneficiaries and dependants), and (iiiii) determination grant full credit to Continuing Employees (and their beneficiaries and dependants) for contributions, deductibles, co-payments and other attributes of benefits levels under participation in the Target’s health and welfare plans prior to Closing; provided, however, that if such insurance is not readily available on commercially reasonable terms, Acquiror shall be required to obtain only such insurance as is readily available on reasonable terms. Nothing in this Section 5.23 shall be construed to entitle any vacation Continuing Employee to continue his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company her employment with Acquiror or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely subsidiaries or to the extent that entitle any Continuing Employee to receive any benefits following termination of such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeemployment.

Employee Benefits Matters. From and after the Effective TimeThe Buyer, Parent shall cause the Surviving Corporation and its subsidiaries to honor their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan, program, arrangement, agreement, policy or commitment sponsored or maintained by Buyer, the Surviving Corporation or any of their respective Subsidiaries or Affiliates following the Closing Date and in accordance with their termswhich any Person who is, all contracts, agreements, arrangements, policies, plans and commitments as of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employeesTime, consultants, or directors an employee of the Company or the Subsidiaries (regardless of whether any Subsidiary. Following such employee is actively at work as of the Closing Date or is not actively at work as of the Closing Date as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence) and who remains or becomes an employee of the Surviving Corporation or any Affiliate of Buyer as of immediately following the Effective TimeTime (an “Employee”) (or the spouse, Parent shall give each Company employee credit domestic partner or any dependent of any Employee) participates or is eligible to participate (each, a “Buyer Benefit Plan”) to treat, for prior all purposes (including eligibility to participate, vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA, or as would result in a duplication of benefits), all service with the Company (and predecessor employers to the extent that the Company or its Subsidiariesany Company Plan provides past service credit) as service with Buyer, including predecessor employersthe Surviving Corporation and their respective Subsidiaries and Affiliates. The Buyer, for purposes the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Buyer Benefit Plan that is a medical benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, pre-existing condition limitations and vesting other exclusions and limitations with respect to the Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timecorresponding Company Plan, and (ii) determination to recognize for each Employee for purposes of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) aboveapplying annual deductible, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles payment and out-of-pocket maximumsmaximums under such Buyer Benefit Plan any deductible, co-payment and time accrued against applicable waiting periodsout-of-pocket expenses paid by Employee and his or her spouse, by domestic partner and dependents under the corresponding Company employees and their eligible dependents, in respect of Plan during the plan year of such Company Plan in which occurs the Effective Time occurs or Closing Date. This Section 6.12 shall be binding upon and inure solely to the plan year in which such individuals are transitioned benefit of each of the parties to such plans from the corresponding Plansthis Agreement, and Parent nothing in this Section 6.12, express or implied, shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiariesconfer upon any other Person, including medicalany Employee, dentalany rights or remedies of any nature whatsoever under or by reason of this Section 6.12. Nothing contained herein, vision express or implied, shall be construed to establish, amend or modify any Company Plan or any other plan, program, arrangement, agreement, policy or commitment. The parties hereto acknowledge and prescription drug plansagree that the terms set forth in this Section 6.12 shall not create any right in any Employee or any other Person to continued employment with the Company, in which such individuals become eligible to participate at Buyer, the Surviving Corporation or following the Effective Timeany of their respective Subsidiaries or Affiliates.

Employee Benefits Matters. From and after the Effective TimeTime until December 31, Parent 1999, the Surviving Corporation shall cause provide the employees of the Surviving Corporation and its subsidiaries Subsidiaries (who were, prior to honor the Merger, employees of the Company or its Subsidiaries) Employee Benefits which, in accordance with their termsthe aggregate, all contractsare no less favorable to such employees, agreements, arrangements, policies, plans and commitments than the Employee Benefits provided to the employees of the Company and the its Subsidiaries as in effect immediately prior to the Effective Time Time. Acquiror and the Company agree that are applicable the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any current individual agreement with any employee, former employee, director or former employees, consultants, or directors director in effect and disclosed to Acquiror as of the Company or any Subsidiarydate hereof. Following For all Employee Benefits (including, without limitation, Employee Plans and other programs of Acquiror and its affiliates after the Effective Time), Parent shall give each Company employee credit for prior all service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service prior to the Effective Time of employees (excluding employees covered by collective bargaining agreements) shall be credited solely 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 service is taken into account by the Company and its Subsidiaries as of the date hereof, except to the extent that such crediting treatment will not result in the duplication of benefits. Parent shall give credit 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 those of its and its subsidiaries’ welfare benefit plans in which Company any Employee Plans that such employees and their eligible dependents become may be eligible to participate at or following 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 all such employees immediately prior to the Effective Time and (ii) use its reasonable best efforts to provide such employees credit for any co-payments made, amounts credited toward and deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which paid prior to the Effective Time occurs in satisfying any applicable deductible or the plan year in which out of pocket requirements under any Welfare Plans that such individuals employees are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following in after the Effective Time.. "

Employee Benefits Matters. From (a) Effective as of the Effective Time and after for a period of one year thereafter, Parent shall provide, or shall cause the Surviving Company to provide, to each employee of the Company or the Company Subsidiaries who continues to be employed by the Company or the Surviving Company or any Subsidiary thereof (the “Continuing Employees”), (i) a base salary or regular hourly wage, whichever is applicable, that is not less than the base salary or regular hourly wage provided to such Continuing Employee by the Company or any Company Subsidiary immediately prior to the Effective Time, Parent shall cause (ii) an annual target cash bonus opportunity at levels provided to such Continuing Employee by the Surviving Corporation and its subsidiaries Company or any Company Subsidiary immediately prior to honor in accordance with their termsthe Effective Time, all contracts, agreements, arrangements(iii) severance benefits no less favorable than those provided under the applicable plans, policies, plans and commitments contracts, or arrangements of the Company and or the Company Subsidiaries as in effect as of immediately prior to the Effective Time (the “Company Benefit Plans”) and (iv) employee benefits (other than as required by clauses (ii) and (iii)) and also excluding any equity awards, defined benefit pension and retiree medical and welfare benefits that are applicable are, in the aggregate, substantially comparable to those provided to such Continuing Employee (including their dependents) by the Company or any Company Subsidiary immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, and shall cause the Surviving Company to provide, that periods of employment with the Company or any Company Subsidiary (including any current or former employees, consultantsaffiliate, or directors any predecessor, of the Company or any Company Subsidiary. Following the Effective Time, Parent ) shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, be taken into account for purposes of (i) determining, as applicable, the eligibility for participation and vesting (excluding benefit accrual) of any Continuing Employee under any all employee benefit plan plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or its applicable subsidiary in which such employee becomes eligible to participate at other paid-time off plans or following the Effective Timearrangements and any severance plans (excluding defined benefit pension, retiree plans, frozen plans, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible plans closed to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timenew participants).

Employee Benefits Matters. From and after the Effective TimeTime until December 31, Parent 1999, the Surviving Corporation shall cause provide the employees of the Surviving Corporation and its subsidiaries Subsidiaries (who were, prior to honor the Merger, employees of the Company or its Subsidiaries) Employee Benefits which, in accordance with their termsthe aggregate, all contractsare no less favorable to such employees, agreements, arrangements, policies, plans and commitments than the Employee Benefits provided to the employees of the Company and the its Subsidiaries as in effect immediately prior to the Effective Time Time. Acquiror and the Company agree that are applicable the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any current individual agreement with any employee, former employee, director or former employees, consultants, or directors director in effect and disclosed to Acquiror as of the Company or any Subsidiarydate hereof. Following For all Employee Benefits (including, without limitation, Employee Plans and other programs of Acquiror and its affiliates after the Effective Time), Parent shall give each Company employee credit for prior all service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service prior to the Effective Time of employees (excluding employees covered by collective bargaining agreements) shall be credited solely 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 service is taken into account by the Company and its Subsidiaries as of the date hereof, except to the extent that such crediting treatment will not result in the duplication of benefits. Parent shall give credit 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 those of its and its subsidiaries’ welfare benefit plans in which Company any Employee Plans that such employees and their eligible dependents become may be eligible to participate at or following in after the Effective Time, for all co-payments madeother than limitations, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable exclusions or waiting periods, by Company periods that are already in effect with respect to such employees and their eligible dependents, in respect that have not been satisfied as of the plan year in which the Effective Time occurs or the plan year in which under any Employee Plan maintained for such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time.immediately

Employee Benefits Matters. From (i) Buyer hereby agrees that, for at least one (1) year following the Closing Date, Buyer will provide or cause the Surviving Corporation or its Subsidiaries to provide to employees of the Company who continue to be employed by Buyer, the Surviving Corporation or its Subsidiaries following the Effective Time (the “Continuing Company Employees”) compensation and employee benefits (including bonus opportunity, but excluding any equity or equity-based plan, program or arrangement and excluding any vacation accrual or PTO policy) that are in the aggregate substantially comparable to the compensation and employee benefits (including bonus opportunity, but excluding any equity or equity-based plan, program or arrangement and excluding any vacation accrual or PTO policy) provided to such employees immediately prior to the date hereof. Buyer hereby agrees that, from and after the Effective TimeClosing Date, Parent Buyer shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, grant all contracts, agreements, arrangements, policies, plans and commitments of the Continuing Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee Employees credit for prior any service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely earned prior to the extent that such crediting will not result in Closing Date (i) for eligibility, vesting and 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 duplication of benefits. Parent shall give credit under those Surviving Corporation or any of its and its subsidiaries’ welfare benefit plans Subsidiaries in which the Continuing Company employees and their eligible dependents become Employees are eligible to participate at on or following after the Closing Date (the “New Plans”) to the same extent such service was recognized under a similar Employee Benefit Plan in which the Continuing Company Employees were eligible to participate immediately prior to the Effective Time; provided that such recognition of service shall not (i) apply for purposes of any plan that provides retiree welfare benefits, (ii) apply for purposes of benefit accruals or participation eligibility under any defined benefit pension plan, (iii) operate to duplicate any benefits of a Continuing Company Employee with respect to the same period of service, (iv) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Buyer and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation, or (v) apply for purposes of the Evolent Entities’ sabbatical program. In addition, Buyer hereby agrees that Buyer shall cause (i) the Surviving Corporation and its Subsidiaries to waive all copre-payments madeexisting condition exclusion and actively-at-work requirements and similar limitations, amounts credited toward deductibles eligibility waiting periods and evidence of insurability requirements under any New 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 Closing Date by any employee (or covered dependent thereof) of the Surviving Corporation or any of its Subsidiaries to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket maximums, and time accrued against provisions after the Closing Date under any applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding PlansNew Plan, to Company employees and their eligible dependents the extent permissible under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeapplicable Legal Requirements.

Employee Benefits Matters. From For at least one (1) year following the Closing Date, except as would provide in the duplication of any payments or benefits, Parent shall provide (or cause to be provided to) employees of each Group Company who continue to be employed by a Group Company as of and after the Effective Time, Parent shall cause Closing with (i) the Surviving Corporation and its subsidiaries same salary or hourly wage rate as provided to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect such employees immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective TimeClosing Date, and (ii) determination of the opportunity to earn annual performance-based bonuses and non-cash employee benefits levels under any vacation (excluding equity and defined benefit pension and retirement arrangements) that are either (A) substantially comparable in the aggregate to those provided to such employees immediately prior to the Closing Date or severance plan (B) the same as those provided to similarly situated employees of Parent and its Affiliates. Without limiting the generality of the foregoing, Parent shall provide (or cause to be provided to) non-U.S. employees of each Group Company who continue to be employed by a Group Company as of and after the Closing with at least such compensation and benefits as are required by applicable Law. Parent further agrees that, from and after the Closing Date, Parent shall and shall cause each Group Company to grant all of its subsidiaries in which employees credit for any service with such employee becomes eligible Group Company earned prior to participate at or following the Effective Time; provided that in each case under clauses Closing Date (i) for eligibility and vesting purposes and (ii) abovefor purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, if program, agreement or arrangement that may be established or maintained by Parent or the Company or any of its Subsidiaries maintains a comparable Planon or after the Closing Date (the “New Plans”), service shall be credited solely in each case, except to the extent such service credit will result in duplication of benefits or be required under a newly established plan that also applies to other employees of Parent or any of its Affiliates for which prior service with the Parent or any of its Affiliates is not taken into account. Parent shall use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an employee under a corresponding Employee Benefit Plan as of the Closing Date and (B) cause any deductible, co-insurance and covered out-of-pocket expenses incurred and paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account (subject to the receipt by Parent of reasonably satisfactory evidence that such expense was incurred and paid by the employee) for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions after the Closing Date under any applicable New Plan that is a welfare plan with respect to the plan year in which the Closing occurs but only to the extent such crediting will does not result in the duplication of benefitsbenefits to any participant. Nothing contained herein, express or implied, is intended to confer upon any current or former employee, director, officer, consultant, independent contractor or other service provider (including any beneficiary or dependent thereof) of the Group Companies or any other Person other than the parties to this Agreement and their respective successors and permitted assigns any third-party beneficiary rights or any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan. Prior to the Closing Date, the sponsoring Company shall adopt resolutions of its board of directors providing for the termination, effective as of the day immediately prior to Closing, of all Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code that contain a cash or deferred arrangement as described in Section 401(k) of the Code (“Company 401(k) Plan”), which termination may be made contingent on the occurrence of Closing. At least three (3) Business Days before the Closing Date, the Company shall provide Parent with a draft copy of such proposed resolutions and an opportunity to make reasonable changes thereto prior to their adoption by the sponsoring Company’s board of directors. Effective immediately following the Closing Date, Parent shall give credit under have in effect a qualified defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Parent 401(k) Plan”) and shall offer participation in such Parent 401(k) Plan to those of employees who were actively participating in the Company 401(k) Plan immediately prior to its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following termination. After the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximumsClosing, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect pursuant to Section 401(a)(31)(D) of the plan year in which Code, Parent shall take all actions necessary to permit the Effective Time occurs or Parent 401(k) Plan to accept rollover contributions of “eligible rollover distributions” (within the plan year in which such individuals are transitioned meaning of Section 401(a)(31) of the Code) of eligible amounts (including outstanding loans) distributed to such plans employees from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time401(k) Plan.

Employee Benefits Matters. From and after the Effective Time(a) SPAC shall, Parent or shall cause OpCo or its applicable subsidiary to provide the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors employees of the Company or any Subsidiary. Following of the Effective Time, Parent shall give each Company employee 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 subsidiaries for service accrued or deemed accrued prior service to the Closing with the Company or its Subsidiariesany Company Subsidiary; provided, including predecessor employershowever, for purposes 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 vesting the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by OpCo or any employee benefit plan of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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 paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeClosing occurs.

Employee Benefits Matters. Commencing on the consummation of the Offer and continuing until December 31, 1999, Parent shall cause the Company and the Surviving Corporation to continue to provide to employees of the Company and its Subsidiaries (excluding employees covered by collective bargaining agreements), as a whole, Employee Benefits which, in the aggregate, are no less favorable to such employees than the Employee Benefits provided to such employees as of the date hereof. Parent and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any Employee Plan or any individual agreement with any employee, former employee, director or former director in effect and disclosed to Parent as of the date hereof. For all Employee Benefits (including, without limitation, Employee Plans and other programs of Parent 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 Parent and its affiliates for eligibility and vesting purposes and for benefit accruals for purposes of severance and vacation pay to the same extent that such 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 duplication of benefits. From and after the Effective Time, Parent shall, and shall cause the Surviving 29 31 Corporation to, (i) cause any pre-existing condition or limitation and its subsidiaries any eligibility waiting periods (to honor in accordance with their termsthe extent such conditions, all contracts, agreements, arrangements, policies, plans and commitments limitations or waiting periods did not apply to the employees of the Company and under the Subsidiaries Employee Plans in existence as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (idate hereof) eligibility and vesting under any employee benefit plan group health plans of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall to be credited solely waived with respect to employees of the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following and (ii) give each employee of the Effective Time, Company credit for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs toward applicable deductions and annual out-of-pocket limits for expenses incurred prior to the Effective Time (or such later date on which participation commences) during the applicable plan year in which such individuals are transitioned to such plans from year. "Employee Benefits" shall mean the corresponding Plansfollowing benefits: any medical, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medicalhealth, dental, vision and prescription drug planslife insurance, in long-term disability, severance, pension, Section 401(k), retirement or savings plan, policy or arrangement, including those such plans for which such individuals become eligible coverage is generally limited to participate at officers or following a select group of highly compensated employees of the Company or any of its Subsidiaries. Nothing herein shall require the continued employment of any person or prevent the Company or any of its Subsidiaries and/or the Surviving Corporation from taking any action or refraining from taking any action which the Company or any of its Subsidiaries could take or refrain from taking prior to or after the Effective Time, including, without limitation, any action the Company or any of its Subsidiaries or the Surviving Corporation could take to terminate any plan under its terms as in effect as of the date hereof. SECTION 7.6.

Employee Benefits Matters. From (a) During the period beginning on the Closing Date and after ending on the Effective Timefirst (1st) anniversary of the Closing Date, Parent and/or the Surviving Entity shall provide, or cause the Surviving Corporation and its subsidiaries applicable Group Company to honor in accordance with their termsprovide, all contracts, agreements, arrangements, policies, plans and commitments employees of the each Group Company and the Subsidiaries as in effect immediately prior who continue to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the be employed by a Group Company or any of its Subsidiaries maintains Affiliates with the same salary or hourly wage rate and bonus and incentive compensation as provided to such employees immediately prior to the Closing Date and with employee benefits (excluding equity arrangements and severance) that are substantially similar in the aggregate to the Employee Benefit Plans and other benefit or compensation plans, programs, agreements or arrangements maintained by the Group Companies as of the Closing Date. Parent further agrees that, from and after the Closing Date, Parent and the Surviving Entity shall and shall cause each Group Company and its Affiliates to grant all of its employees credit for any service with a comparable PlanGroup 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, service shall program, agreement or arrangement that may be credited solely established or maintained by Parent, the Surviving Entity or the Group Companies or any of their Affiliates on or after the Closing Date (the “New Plans”), except to the extent that such crediting will not credit would result in the duplication of benefitsany benefit. In addition, Parent and the Surviving Entity shall give credit use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under those any New Plans to the extent waived or satisfied by an employee (or dependent) as of its the Closing Date and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time(B) cause any deductible, for all co-payments made, amounts credited toward deductibles insurance and covered out-of-pocket maximums, and time accrued against applicable waiting periods, expenses paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company employees and their eligible dependents, in respect to be taken into account for purposes of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from satisfying the corresponding Plansdeductible, coinsurance and Parent shall waive all requirements for evidence maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans initial participation. Each of Parent and its subsidiariesMerger Sub agrees that Parent, including medicalthe Surviving Entity and the Group Companies shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. Nothing in this Agreement shall confer upon any such employee or any other individual any right to continue in the employ or service of Parent, dentalthe Surviving Entity or their respective Subsidiaries (including, vision and prescription drug plansafter the transactions contemplated by this Agreement, any of the Group Companies). Nothing in which such individuals become eligible this Section 5.10 shall (i) be deemed or construed to participate at establish, or following be an amendment or other modification of, any Employee Benefit Plan or employee benefit plan of Parent, the Effective TimeSurviving Entity, the Group Companies or any of their Subsidiaries or (ii) create any third party rights in any employees of the Group Companies who are employed by any of the Group Companies as of the Closing (or any beneficiaries or dependents thereof).

Employee Benefits Matters. From and after (a) Effective as of the Effective TimeTime and for a period of one (1) year thereafter, Parent shall provide, or shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their termsprovide, all contracts, agreements, arrangements, policies, plans and commitments to each employee of the Company and who continues to be employed by the Subsidiaries as in effect Company or the Surviving Corporation (the “Affected Employees”), (i) a base salary or regular hourly wage, whichever is applicable, that is not less than the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time Time, (ii) cash bonus opportunity, and cash sales and service incentive award compensation opportunity that are applicable is not less than the cash bonus opportunity, and sales and service incentive award compensation opportunity provided to any current or former employees, consultants, or directors of such Affected Employee by the Company or any Subsidiary. Following immediately prior to the Effective Time, Parent shall give each Company (iii) employee credit for prior service with benefits (excluding equity awards) that are, in the aggregate, substantially comparable to those provided to such Affected Employee (including all dependents) by the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible immediately prior to participate at or following the Effective Time, and (iiiv) determination a severance opportunity in accordance with Section 6.8(a)(iv) of benefits levels the Company Disclosure Letter. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including, without limitation, any predecessor of the Company) shall be taken into account for purposes of determining, as applicable, the eligibility for participation and vesting of any Affected Employee under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Affected Employees, including, without limitation, vacation plans or arrangements, 401(k), and any severance or welfare plans); provided, however, that such service need not be recognized for purposes of benefit accrual under any vacation defined benefit pension plan or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not recognition would result in the any duplication of benefits. Parent shall give credit under those Effective as of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective TimeTime and thereafter, for Parent shall, and shall cause the Surviving Corporation to, (x) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (y) waive any and all co-payments madeeligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (z) credit each Affected Employee with all deductible payments, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, or other co-payments paid by Company employees and their eligible dependents, in respect such employee under the health benefit plans of the plan Company or its affiliates prior to the Closing Date during the year in which the Effective Time Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan year in which of Parent or an affiliate of Parent for such individuals are transitioned year. The Offer shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation policies applicable to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, Affected Employee immediately prior to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time.

Employee Benefits Matters. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries Subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the its Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, employees or directors of the Company or any SubsidiarySubsidiary of the Company; provided that nothing herein shall prohibit Parent or the Surviving Corporation and its Subsidiaries from, with respect to any such contract, agreement, arrangement, policy, plan or commitment, (i) terminating it in accordance with its terms or (ii) replacing it with a similar contract, agreement, arrangement policy, plan or commitment of Parent, as applicable. Following With respect to any employees of the Effective TimeCompany or any Subsidiary of the Company as of the date of this Agreement who remain employed by the Surviving Corporation or any of its Subsidiaries immediately following the Closing Date, during the six month period following the Closing Date, Parent shall give each cause the Surviving Corporation and its Subsidiaries to honor the severance arrangements set forth in Section 7.05 of the Company employee credit for prior service with Disclosure Schedule applicable to such employees. Employees of the Company or its Subsidiaries, including predecessor employers, any Subsidiary of the Company shall receive credit for purposes of (i) eligibility to participate and vesting under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its Subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary of the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Parent shall waive, or cause to be waived, any limitations on benefits relating to any pre-existing conditions to the extent such conditions are covered immediately prior to the Effective Time under the applicable Plans and to the same extent such limitations are waived under any comparable plan of Parent or its applicable subsidiary in which such employee becomes eligible Subsidiaries and use commercially reasonable efforts to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Timerecognize, for all co-payments made, amounts credited toward deductibles purposes of annual deductible and out-of-pocket maximumslimits under its medical and dental plans, deductible and time accrued against applicable waiting periods, out-of-pocket expenses paid by Company employees and their eligible dependents, in respect of the plan Company and its Subsidiaries in the calendar year in which the Effective Time occurs occurs. The parties agree that nothing in this Section 7.05, whether express or implied, is intended to create any third party beneficiary rights in any Service Provider and that all provisions in this Section 7.05 are included for the plan year sole benefit of the parties to this Agreement and shall not create any right in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiariesany other person, including medicalany current or former Service Providers, dental, vision and prescription drug plans, any participant in which such individuals become eligible to participate at any Plan or following the Effective Timeany beneficiary of a Plan.

Employee Benefits Matters. From and after the Effective Time(a) SPAC shall, Parent or shall cause OpCo or its applicable subsidiary (including, following Closing, the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments Company or any of the Company and Subsidiaries) to provide the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors employees of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with of the Company or its Subsidiaries, including predecessor employers, Subsidiaries who remain employed as of the Closing (the “Continuing Employees”) credit for purposes of (i) eligibility to participate, vesting and vesting determining the level of benefits, as applicable, under any employee benefit plan established or maintained by OpCo or any of Parent its subsidiaries for service accrued or its applicable subsidiary 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, 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 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 employee becomes eligible to participate at or following eligibility waiting periods, any evidence of insurability requirements and the Effective Timeapplication of any pre-existing condition limitations would not have been applicable under the analogous Employee Benefit Plans that are group health plans, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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 paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time.Closing occurs. 62

Employee Benefits Matters. From and after If any employees of the Company or its Subsidiaries as of the Effective TimeTime (each, a “Company Employee”) become a participant in a benefit plan sponsored or maintained by Parent shall cause or the Surviving Corporation and its subsidiaries to honor Company (the “Parent Plans”), in accordance with their termsthe eligibility criteria of such Parent Plans, subject to the Company providing Parent sufficient information to determine the following (i) such participants shall receive full credit for all contracts, agreements, arrangements, policies, plans and commitments of service with the Company and its Subsidiaries prior to the Subsidiaries as Effective Time for purposes of eligibility and vesting (but not benefit accrual) subject to applicable Laws, to the extent such service is taken into account under such Parent Plans and under a comparable Company Plan, (ii) such participants shall participate in effect the Parent Plans on terms no less favorable than those offered by Parent to their similarly-situated employees, (iii) to the extent permitted by Law, such participants and their covered dependents shall have all pre-existing condition exclusions of such Parent Plans waived to the extent such pre-existing condition exclusions were inapplicable to or had been satisfied by such participants and their covered dependents immediately prior to the Effective Time that are applicable under the corresponding Company Plan; and (iv) with respect to any current Parent Plan that provides medical or former employeeshealth benefits, consultants, or directors of the such Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of Employees (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, dependents) shall be given credit for all co-payments made, amounts credited toward deductibles towards deductibles, co-insurance and out-of-pocket maximumsmaximums under the corresponding Company Plan (i.e., and time accrued against applicable waiting periods, by Company employees and their eligible dependents, under the same type of Plan such as a point of service plan) in respect of the plan year in which the Effective Time occurs or the plan calendar year in which such individuals are transitioned Company Employee becomes a participant in such Parent Plans; provided that the foregoing (i) through (iv) shall be subject to the Company providing to Parent sufficient information to make such determinations. Parent shall, or shall cause the Surviving Company to, permit each Company Employee who remains employed with Parent or the Surviving Company to use all unused vacation, sick leave and paid time off accrued by such Company Employee under Company Plans prior to the Effective Time to the extent accrued on the balance sheet contained in the Unaudited Company Financials. Nothing in this Section 8.5 shall (x) require Parent or the Surviving Company to provide any particular employee benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and Employees, (y) limit the Surviving Company’s ability to amend or terminate any benefit plan or arrangement or (z) limit the right of Parent, the Surviving Company or any of their eligible dependents under Subsidiaries to terminate the employee heath plans employment of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate any Company Employee at or following the Effective Timeany time.

Employee Benefits Matters. From and after (a) For a period of at least twelve (12) months beginning on the Effective TimeClosing Date, Parent shall, or shall cause the Surviving Corporation and its subsidiaries to, provide those persons who, immediately prior to honor in accordance with their termsthe Merger, all contracts, agreements, arrangements, policies, plans and commitments were employees of the Company or its Subsidiaries who remain employed by the Surviving Corporation or any of its Subsidiaries following the Closing Date (“Continuing Employees”) with base pay and bonus opportunity that is at least equal to the base pay and bonus opportunity provided to such Continuing Employees by the Company or its Subsidiaries as immediately prior to the Closing Date. In addition, for the twelve (12) month period immediately following the Closing Date, Parent shall, or shall cause the Surviving Corporation to provide Continuing Employees with employee benefit plans and policies that are no less favorable in the aggregate than the Employee Benefits Plans in effect immediately prior to the Effective Time that are Closing Date. Parent shall cause Continuing Employees to receive credit for purposes of eligibility to participate and vesting (but, except as required by applicable to Law, not for any current pension plan for any matter) under any employee benefit plan, program or former employees, consultants, arrangement in which they participate established or directors of the Company maintained by Parent or any Subsidiary. Following of its Subsidiaries for service accrued or deemed accrued prior to the Effective Time, Parent shall give each Company employee credit for prior service Merger with the Company or its Subsidiaries; provided, including predecessor employershowever, for purposes that such crediting of (i) eligibility and vesting under service shall not operate to duplicate any employee benefit. In addition, with respect to any medical, dental, pharmaceutical and/or vision benefit plan of Parent or its applicable subsidiary Subsidiaries in which such employee becomes eligible to Continuing Employees may participate at or following the Effective TimeTime (a “New Plan”), Parent shall cause all pre-existing condition exclusion and actively-at-work requirements to be waived for such employees and their covered dependents (ii) determination of benefits levels under provided, however, that such waiver shall not apply to any vacation or severance plan of Parent or its subsidiaries in which pre-existing condition that excluded any such employee becomes eligible or dependent prior to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if Merger from the corresponding arrangement maintained by the Company or its Subsidiaries) and shall provide that any of its Subsidiaries maintains covered expenses incurred on or before the Closing Date by a comparable Plan, service Continuing Employee or a Continuing Employee’s covered dependents shall be credited solely to the extent that such crediting will not result in the duplication taken into account for purposes of benefits. Parent shall give credit under those of its satisfying applicable deductible, coinsurance and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and maximum out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable provisions under the corresponding Plans, relevant New Plan after the Closing Date to Company the same extent as such expenses are taken into account for the benefit of similarly situated employees and their eligible dependents under the employee heath plans of Parent and its subsidiariesSubsidiaries. Notwithstanding the foregoing, including medical, dental, vision and prescription drug plans, nothing contained in which such individuals become eligible this Section 6.7(a) will limit the right of Parent or the Surviving Corporation to participate at terminate or following suspend the Effective Timeemployment of any Continuing Employee after the Closing.

Employee Benefits Matters. From and after the Effective Time7.5.1 New Holdco shall, Parent or shall cause its applicable Subsidiary to, provide the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments employees of the Company and the Company Subsidiaries who remain employed immediately after 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, program or arrangement established or maintained by New Holdco or any of its Subsidiaries (excluding any equity and equity-based compensation, retiree health plans or programs, change in effect immediately control bonus or retention bonus or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following In addition, subject to the Effective Timeterms of all governing documents, Parent New Holdco shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under any each of the employee benefit plan plans established or maintained by New Holdco or any of Parent its Subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, New Holdco shall honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeClosing occurs.

Employee Benefits Matters. From (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, Parent shall cause as applicable, to provide the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments 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 Subsidiaries 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 effect immediately 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 are 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 any current or former employees, consultants, or directors such Continuing Employees under the terms of the corresponding group health plans of the Company or any Subsidiary. Following immediately prior to the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective TimeClosing Date, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee participated immediately prior to such the Closing Date to be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable 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.

Employee Benefits Matters. From and after the Effective Time(a) Pubco shall, Parent or shall cause the Company Surviving Corporation Subsidiary and each of its subsidiaries Subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries 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 in effect immediately applicable, under any Employee Benefit Plan established or maintained by the Company Surviving Subsidiary or any of its Subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Company Merger Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following the Effective TimeIn addition, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the Company Surviving Subsidiary or any employee benefit plan of Parent its Subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, the Company Surviving Subsidiary will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. The Company shall provide Pubco or its designee with all information reasonably requested and necessary to allow Pubco or its designee to comply with such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time.obligations. 57

Employee Benefits Matters. From and after the Effective Time(a) GX shall, Parent or shall cause the Surviving Corporation Entity and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries 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 in effect immediately applicable, under any Employee Benefit Plan established or maintained by the Surviving Entity or any of its subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following the Effective TimeIn addition, Parent GX shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the Surviving Entity or any employee benefit plan of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, the Surviving Entity will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. As a condition to GX’s obligations under this Section 7.07(a), the Company shall provide GX or its designee with all information reasonably requested and necessary to allow GX or its designee to comply with such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeobligations.

Employee Benefits Matters. From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries Subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, agreements and plans and commitments of the Company and the its Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, employees or directors of the Company or any SubsidiarySubsidiary of the Company. Following For one (1) year following the Effective Time, Parent shall give cause the Surviving Corporation and its Subsidiaries to provide each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes Service Provider of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a that continues to provide services to the Parent, the Surviving Corporation or their respective Subsidiaries immediately following the Effective Time (“Continuing Service Providers”) with base salary or wages, incentive compensation opportunities and severance benefits at least equal to the base salary or wages, incentive compensation opportunities and severance benefits provided to such Continuing Service Provider immediately prior to the Effective Time and with employee benefits that are substantially comparable Planin the aggregate to the employee benefits provided to such Continuing Service Provider immediately prior to the Effective Time. Employees of the Company or any Subsidiary of the Company shall receive 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 the Surviving Corporation or any of its Subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary of the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Parent shall waive, or cause to be credited solely waived, any limitations on benefits relating to any pre-existing conditions to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible conditions are covered immediately prior to participate at or following the Effective TimeTime under the applicable Company Plans and to the same extent such limitations are waived under any comparable plan of Parent or its Subsidiaries and use reasonable best efforts to recognize, for all co-payments made, amounts credited toward deductibles purposes of annual deductible and out-of-pocket maximumslimits under its medical and dental plans, deductible and time accrued against applicable waiting periods, out-of-pocket expenses paid by Company employees and their eligible dependents, in respect of the plan Company and its Subsidiaries in the calendar year in which the Effective Time occurs occurs. Nothing contained in this Section 7.06 shall be construed as limiting the ability of Parent or the plan year Surviving Corporation to amend or terminate any Company Plan so long as such amendment or termination is effected in which accordance with the terms of such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimePlan.

Employee Benefits Matters. From and after the Effective Time(a) Company Topco shall, Parent or shall cause its applicable subsidiary to use commercially reasonable efforts to provide the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments employees of the Company and the Company Subsidiaries 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 in effect immediately applicable, under any Employee Benefit Plan, program or arrangement established or maintained by Company Topco or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs or vesting under any equity or incentive compensation plan or arrangement established or adopted following the Effective time) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of with the Company or any Subsidiary. Following Company Subsidiary to the Effective Time, Parent shall give each Company employee credit for prior same extent such service with was recognized by the Company or its Subsidiariesthe applicable Company Subsidiary; provided, including predecessor employershowever, for purposes 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, Company Topco shall use commercially reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by Company Topco or any employee benefit plan of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, Company Topco will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeClosing occurs.

Employee Benefits Matters. From and after Effective as of the Effective TimeTime and for a period of twelve (12) months thereafter, Parent shall provide, or shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their termsprovide, all contracts, agreements, arrangements, policies, plans and commitments to each employee of the Company and who continues to be employed by the Subsidiaries as in effect Company or the Surviving Corporation after the Effective Time (the “Affected Employees”), (a) a base salary or regular hourly wage, whichever is applicable, that is not less than the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (iib) determination of employee benefits levels under any vacation or severance plan of Parent or its subsidiaries that are, in which the aggregate, substantially comparable to those provided to such employee becomes eligible Affected Employee (including all dependents) by the Company immediately prior to participate at or following the Effective Time; provided provided, that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in each case under clauses (i) and (ii) aboverespect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided, if further, that no plans or arrangements of the Company or any of its Subsidiaries maintains a comparable Plan, service Company Subsidiary providing for such issuance shall be credited taken into account in determining whether employee benefits are substantially comparable in the aggregate. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company) shall be taken into account (i) for purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, (ii) for purposes of eligibility for vacation under Parent’s vacation program, (iii) for purposes of eligibility and participation under any health or welfare plan maintained by Parent (other than any post-employment health or post-employment welfare plan) and Parent’s 401(k) plan and (iv) unless covered under another arrangement with or of the Company, for benefit accrual purposes under Parent’s severance plan (in the case of each of clauses (i), (ii), (iii) and (iv), solely to the extent that Parent makes such crediting will plan or program available to employees of the Surviving Corporation and not in any case where credit would result in the duplication of benefits), but not for purposes of any other employee benefit plan of Parent. Parent shall give credit under those Effective as of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective TimeTime and thereafter, for Parent shall, and shall cause the Surviving Corporation to, (i) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (ii) waive any and all co-payments madeeligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (iii) credit each Affected Employee with all deductible payments, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, or other co-payments paid by Company employees and their eligible dependents, in respect such employee under the health benefit plans of the plan Company or its affiliates prior to the Closing Date during the year in which the Effective Time Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan year in which of Parent or an affiliate of Parent for such individuals are transitioned year. The Offer shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation policies applicable to such plans from Affected Employee immediately prior to the corresponding PlansEffective Time. Nothing in this Agreement shall confer upon any Affected Employee any right to continue in the employ or service of Parent, and Parent the Surviving Corporation or any affiliate of Parent, or shall waive all requirements interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Affected Employee at any time for evidence of insurability and pre-existing conditions otherwise applicableany reason whatsoever, with or without cause, except as would also be applicable under to the corresponding Plansextent expressly provided otherwise in a written agreement between Parent, to the Surviving Corporation, the Company employees and their eligible dependents under the employee heath plans or any affiliate of Parent and its subsidiariesthe Affected Employee. Nothing contained herein shall be construed as requiring, including medicaland the Company shall take no action that would have the effect of requiring, dental, vision and prescription drug Parent or the Surviving Corporation to continue any specific plans, in which programs, policies, arrangements, agreements or understandings. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Surviving Corporation and nothing therein shall be construed as an amendment to any such individuals become eligible to participate at plan, program, policy, arrangement, agreement or following the Effective Timeunderstanding for any purpose.

Employee Benefits Matters. From and after the Effective Time(a) SPAC shall, Parent or shall cause the Surviving Corporation and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments 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 Subsidiaries level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (including, without limitation, any employee benefit plan as defined in effect immediately 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 that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or its Subsidiariesthe funding of any such benefit. In addition, including predecessor employers, for purposes of SPAC shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under any each of the employee benefit plan plans established or maintained by the Surviving Corporation or any of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee currently participates to such be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable plan year. Following the Closing, 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.

Employee Benefits Matters. From and after the Effective Time(a) Parent shall, Parent or shall cause the Surviving Corporation and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries 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 Surviving Corporation, Parent or any of their respective subsidiaries (including any employee benefit plan as defined in effect immediately 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 that are applicable to any current or former employees, consultants, or directors of 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. Following the Effective TimeIn addition, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under any each of the employee benefit plan of plans established or maintained by the Surviving Corporation, Parent or its applicable subsidiary in which such employee becomes eligible to participate at any of their respective subsidiaries that cover the Continuing Employees or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee currently participates to such be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable plan year. Following the Closing, 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.

Employee Benefits Matters. From and after (a) Following the Effective Time, except for purposes of determining eligibility for retiree health and welfare benefits, Parent shall cause give each employee of the Company, the Surviving Corporation and its subsidiaries to honor in accordance with or their terms, all contracts, agreements, arrangements, policies, plans and commitments respective Subsidiaries who shall have been employees of the Company and the or any of its Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee (“Continuing Employees”) full credit for prior service with the Company or its Subsidiaries, including Subsidiaries (and any predecessor employers, companies thereto) to the extent such service would be recognized if it had been performed as an employee of Parent for purposes of (i) eligibility and vesting under any employee 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 Surviving 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. For the avoidance of doubt, no Continuing Employee 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 any medical, dental, pharmaceutical, vision, disability and/or similar plan of Parent or its Subsidiaries to the same extent such limitations or requirements would not have been applicable subsidiary in which to such employee becomes eligible to participate at or following Continuing Employee under the Effective Time, and (ii) determination terms of benefits levels under any vacation or severance comparable plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following Subsidiaries. For purposes of this Agreement, the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time.term “

Employee Benefits Matters. From and after the Effective Time(a) Holdco shall, Parent or shall cause the Company, the Surviving Corporation and its subsidiaries each of their respective subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries as in effect who remain employed immediately prior after the Closing (the “Continuing Employees”) to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee receive credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility to participate and vesting under any employee benefit plan plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Corporation or any of Parent their respective subsidiaries, other than any qualified or its applicable subsidiary in which 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) 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 becomes eligible to participate at benefit plans established or maintained by Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries that cover the Continuing Employees or their dependents following the Effective Time, Closing and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare Plans in which such individuals are transitioned Continuing Employee participates immediately prior to such plans from the corresponding Plans, Closing to be taken into account under those health and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath welfare benefit plans of Parent and its subsidiariesHoldco, including medicalthe Company, dental, vision and prescription drug plans, the Surviving Corporation or any of their respective subsidiaries in which such individuals become eligible to participate at or Continuing Employee participates following the Effective TimeClosing 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 Corporation 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.

Employee Benefits Matters. (1) From and after the Effective TimeClosing Date, Parent Neon shall cause the Surviving Corporation Amalco and its subsidiaries successors and assigns to honor honour in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company InnerAccess and the its Subsidiaries as in effect immediately prior to the Effective Time Closing Date that are disclosed in the InnerAccess Disclosure Schedule and are applicable to any current or former employees, consultants, employees or directors of the Company InnerAccess or any SubsidiarySubsidiary of InnerAccess; provided, however, that nothing contained herein shall 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. Following To the Effective Timeextent permitted by applicable Regulation and/or by employee benefit plan agreements or amendments thereto that may be made without the necessity of shareholder approval, Parent Employees of InnerAccess or any Subsidiary shall give each Company employee receive full credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan of Parent plan, program or its applicable subsidiary in which such employee becomes eligible to participate at arrangement established or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company maintained by Amalco or any of its Subsidiaries maintains a comparable Planor 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 be credited solely 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 waived, any limitations on benefits relating to any pre-existing conditions to the same extent such crediting will not result in the duplication limitations are waived under any comparable plan of benefits. Parent shall give credit under those of InnerAccess or its Subsidiaries and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Timerecognize, for all co-payments made, amounts credited toward deductibles purposes of annual deductible and out-of-pocket maximumslimits under its medical and dental plans, deductible and time accrued against applicable waiting periods, out-of-pocket expenses paid by Company employees of InnerAccess and their eligible dependents, its Subsidiaries in respect of the plan calendar year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeClosing Date occurs.

Employee Benefits Matters. From and after the Effective Time(a) BAC shall, Parent or shall cause the Surviving Corporation and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, provide all contracts, agreements, arrangements, policies, plans and commitments employees of the Company or any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the Subsidiaries level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (including any employee benefit plan as defined in effect immediately Section 3(3) of ERISA and any vacation or other paid time-off program or policy but excluding any equity incentive plan) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following the Effective TimeIn addition, Parent BAC shall give each Company employee credit for prior service with the Company or use its Subsidiaries, including predecessor employers, for purposes of reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under any each of the employee benefit plan plans established or maintained by the Surviving Corporation or any of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee currently participates to such be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered dependents for the Effective Timeapplicable plan year. Following the Closing, 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.

Employee Benefits Matters. From and after (a) For a period of one year following the Effective TimeClosing Date, Parent Buyer shall provide or cause its Subsidiaries (including the Surviving Corporation and its subsidiaries Group Companies) to honor in accordance provide employees of each Group Company who continue to be employed by a Group Company with their terms, all contracts, agreements, arrangements, policies, plans and commitments of (1) the Company and the Subsidiaries same salary or hourly wage rate as in effect provided to such employees immediately prior to the Effective Time Closing Date and (2) employee benefits (excluding equity arrangements) that are applicable either (A) the same as provided to any current such employees immediately prior to the Closing Date or former employees(B) at least as favorable as those provided to similarly situated employees of Buyer and its Subsidiaries. Buyer further agrees that, consultantsfrom and after the Closing Date, or directors Buyer shall and shall cause each Group Company to grant all of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee its employees credit for prior any service with such Group Company earned prior to the Company or its Subsidiaries, including predecessor employers, for purposes of Closing Date (i) for eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, purposes and (ii) determination for purposes of benefits levels vacation accrual and severance benefit determinations under any vacation benefit or severance plan of Parent compensation plan, program, agreement or its subsidiaries in which such employee becomes eligible to participate at arrangement that may be established or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if maintained by Buyer or the Company Entity or any of its Subsidiaries maintains a comparable Planon or after the Closing Date (the “New Plans”); provided, however, that such service shall need not be credited solely recognized to the extent that such crediting will not recognition would result in the any duplication of benefits. Parent In addition, Buyer shall give credit (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 those any New Plans to the extent waived or satisfied by an employee or his or her dependents under any Employee Benefit Plan as of its the Closing Date and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time(B) cause any deductible, for all co-payments made, amounts credited toward deductibles insurance and covered out-of-pocket maximumsexpenses paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and time accrued against maximum out‑of‑pocket provisions after the Closing Date under any applicable waiting periodsNew Plan in the year of initial participation, by provided that the Group Companies (or their insurers) use their commercially reasonable best efforts to provide this information to Buyer in a timely manner. Buyer agrees that Buyer and the Company employees and their eligible dependents, in respect shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the plan year Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective TimeTreasury Regulation Section 54.4980B‑9.

Employee Benefits Matters. From and after the Effective Time(a) SPAC shall, Parent or shall cause the Umbrella Merger Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and their respective Subsidiaries, as applicable, to provide the Subsidiaries as in effect immediately prior employees who provide services to the Companies and their respective Subsidiaries and who remain employed immediately after the Umbrella Merger Effective Time that are applicable to any current or former employees, consultants, or directors of (the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee “Continuing Employees”) credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility to participate, vesting and vesting determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by SPAC, the Companies, the Umbrella Merger Surviving Company, Umbrella or any of their Subsidiaries (except for any equity compensation plan, defined benefit pension plan and/or retiree health plan) for service accrued or deemed accrued prior to the Umbrella Merger Effective Time with SPAC, the Companies, the Umbrella Merger Surviving Company, Umbrella or any of Parent their Subsidiaries; provided, however, that such crediting of service shall not operate to duplicate any benefit or, except as otherwise required by applicable Law, the funding of any such benefit. In addition, SPAC shall use reasonable best 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 its applicable subsidiary in which such employee becomes eligible to participate at maintained by SPAC, the Companies, the Umbrella Merger Surviving Company, Umbrella or following any of their Subsidiaries that cover the Effective TimeContinuing Employees or their spouses or dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) her covered spouse and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect during the portion of the plan year in which the Effective Time occurs or the plan year Closing occurs, under those health and welfare benefit plans in which such individuals are transitioned Continuing Employee currently participates to such be taken into account under those health and welfare benefit plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible Continuing Employee participates subsequent to participate at the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or following her covered spouse and dependents for the Effective Timeapplicable plan year. Following the Closing, SPAC shall, or shall cause the Companies, the Umbrella Merger Surviving Company, Umbrella 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.

Employee Benefits Matters. From and after the Effective Time, the Parent shall honor and shall cause the Surviving Corporation and its subsidiaries to honor all Company Employee Plans and all employment, severance and termination plans and agreements, in each case in accordance with their termsterms as in effect immediately before the Acceptance Time. For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of the Parent and its subsidiaries providing benefits to any Company Employees after the Effective Time (the “New Plans”), each Company Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with the Company and its subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all contractsNew Plans to the extent coverage under such New Plan is comparable to the Company Employee Plan in which such Company Employee participated immediately before the consummation of the Merger (such plans, agreementscollectively, arrangementsthe “Old Plans”) and (ii)(A) for purposes of each New Plan providing medical, policiesdental, plans pharmaceutical or vision benefits to any Company Employee, the Parent shall cause all pre-existing condition exclusions and commitments actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company and the Subsidiaries as or its subsidiaries in effect which such Company Employee participated immediately prior to the Effective Time that are applicable to and (B) the Parent shall cause any current eligible expenses incurred by such employee and his or former employees, consultants, or directors her covered dependents during the portion of the Company or any Subsidiary. Following plan year of the Effective Time, Parent shall give each Company employee credit for prior service with Old Plan ending on the Company or its Subsidiaries, including predecessor employers, date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of (i) eligibility satisfying all deductible, coinsurance and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and maximum out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Time.pocket

Employee Benefits Matters. From and after (a) For a period of at least twelve (12) months following the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Subsidiaries as in effect immediately prior to who remain employed by Parent, Merger Sub or their subsidiaries after the Effective Time (the “Company Employees”) with employee benefits that are substantially comparable to those provided to similarly-situated employees of Parent, the Surviving Corporation or any of their subsidiaries. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carriers to treat, and cause the applicable benefit plans to any current or former employeestreat, consultants, or directors the service of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service Employees with the Company or its Subsidiaries, including predecessor employers, the Subsidiaries attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for purposes of (i) eligibility waiting periods, participation and vesting vesting, but not for any other purposes, including, without limitation, benefit accrual, under any employee benefit plans maintained by Parent or its affiliates for which Company Employees become eligible. Without limiting the foregoing, Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carriers to not treat any Company Employee as a “new” employee for purposes of any exclusions under any health or similar plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective TimeSurviving Corporation for a pre-existing medical condition, and (ii) determination of benefits levels to credit any deductibles and co-pays or other amounts paid by a Company Employee under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company Company’s or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in Subsidiaries’ health plans for the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following calendar year containing the Effective TimeTime towards deductibles, for all co-payments made, amounts credited toward deductibles pays and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect maximums under the health plans of Parent or the Surviving Corporation for the plan year in which containing the Effective Time occurs Date. Nothing contained in this Section 6.5, whether express or implied, (i) shall be treated as an amendment or other modification of any Plan, or (ii) shall limit the plan year in which such individuals are transitioned right of the Parent, the Surviving Corporation or any of its Subsidiaries to such plans from the corresponding Plansamend, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions terminate or otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or modify any Plan following the Effective Time. The Parent, the Company and the Subsidiaries acknowledge and agree that all provisions contained in this Section 6.5 are included for the sole benefit of Parent, the Company and the 37 Subsidiaries, and that nothing in this Section 6.5, whether express or implied, shall create any third party beneficiary rights or other rights (i) in any Person, including without limitation any employees, former employees, any participant in any Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with Parent, the Surviving Corporation, the Subsidiaries or any of their respective affiliates or continued participation in any Plan.

Employee Benefits Matters. From the date hereof until the Closing, Buyer shall reasonably consult with Seller before distributing communications to any Employees of the Business relating to employee benefits or post-Closing terms of employment and shall incorporate Seller's reasonable comments in such communications. Seller shall reasonably consult with Buyer regarding the contents of any written communications the Target Company intends to give to any Employees of the Business regarding or relating to the transaction contemplated hereby, and shall incorporate Buyer's reasonable comments in such communications. Effective on the Closing Date, Buyer will cause all Persons who are Employees of the Business immediately prior to the Closing Date to continue as Employees of the Business, subject to Buyer's standard hiring processes and procedures, such as those relating to background checks, drug testing and accepting Buyer's Ethics Policy, to the extent permitted under applicable law. For a period of one year after the Closing Date, Buyer shall cause the Target Company to provide to the Employees of the Business immediately prior to the Closing Date, to the extent they continue to be Employees of the Business, compensation packages, including base salary or wage rates and employee benefits, which, in the aggregate, are substantially similar to those provided by the Buyer to similarly situated employees of the Buyer. Buyer will cause the Target Company to pay Employees of the Business terminated within one year after the Closing Date severance or similar termination benefits at least as favorable to the Employees of the Business as those provided to other similarly situated employees of Buyer, provided, however, that Parent shall be obligated to pay such severance or termination benefits with respect to the employees set forth on Section 6(e)(ii) of the Disclosure Schedule who are terminated as a result of the loss of the Wxxxxx-Xxxxxxxx business. Buyer shall, (x) recognize for all purposes (other than benefit accrual under a defined benefit pension plan) under all employee benefit plans, programs and arrangements, service with Target Company prior to the Closing Date and (y) waive any pre-existing condition exclusion requirements under all employee health and other welfare benefit plans, provided, however, that no such waiver shall apply to a pre-existing condition for which coverage was not applicable under the provisions of the Employee Welfare Benefit Plans of Seller or Parent prior to Closing. Buyer shall assume or cause the Target Company to recognize, assume and pay, as applicable, (A) Parent's cash payment obligations under the Retention Arrangements (excluding cash incentive payments in respect of Alpharma Inc. Performance Units), (B) all employment taxes, and (C) all unused vacation and sick pay to which any Employee of the Business is entitled as of the Closing Date. Except as otherwise provided herein, Buyer shall not assume any Employee Benefit Plans in which Employees of the Business participated prior to Closing. On and after the Closing Date, Employees of the Business shall not accrue any benefits under any Employee Benefit Plan of Seller or Parent nor shall Seller or Parent's Employee Welfare Benefit Plans provide any benefits based upon facts, circumstances or third party services performed on or after the Closing Date for Target Company or Buyer. Effective Timeas of the Closing Date, Parent shall cause all Employees of the Surviving Corporation Business to be 100% vested in their benefits under its Pension Plan and its subsidiaries to honor Savings Plan and shall permit distributions in accordance with their terms, all contracts, agreements, arrangements, policies, the terms of such Plans and applicable law. No assets or liabilities from Parent's Pension Plan or Savings Plan shall be transferred to any similar plans maintained by Buyer other than in a rollover transaction in accordance with the terms of Buyer's plans and commitments applicable law and at the election of affected Employees of the Company and the Subsidiaries as in effect immediately prior to the Effective Time Business. It is expressly agreed that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the plan year in which the Effective Time occurs or the plan year in which such individuals are transitioned to such plans from the corresponding Plans, Seller and Parent shall waive retain all requirements for evidence of insurability obligations to provide compensation and pre-existing conditions otherwise applicabledisability, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dentalretiree medical, vision "COBRA" continuation coverage under Code Section4980B, pension, retirement and prescription drug plansother employee benefits to any individual who does not qualify as an Employee of the Business, in which such including, without limitation, individuals become eligible to participate at who, as of the Closing Date, are on short-term or following the Effective Timelong-term disability leave or have retired.

Employee Benefits Matters. From and after the Effective Time(a) HCAC shall, Parent or shall cause the Surviving Corporation Entity and each of its subsidiaries subsidiaries, as applicable, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments provide the employees of the Company and the Company Subsidiaries 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 in effect immediately applicable, under any Employee Benefit Plan established or maintained by the Surviving Entity or any of its subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of 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. Following the Effective TimeIn addition, Parent HCAC shall give each Company employee credit for prior service with the Company or its Subsidiaries, including predecessor employers, for purposes of use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the Surviving Entity or any employee benefit plan of Parent its subsidiaries that cover the Continuing Employees or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Timetheir dependents, and (ii) determination of benefits levels under cause any vacation eligible expenses incurred by any Continuing Employee and his or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible her covered dependents, in respect during the portion of the plan year in which the Effective Time occurs 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, the Surviving Entity will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. As a condition to HCAC’s obligations under this Section 7.06(a), the Company shall provide HCAC or its designee with all information reasonably requested and necessary to allow HCAC or its designee to comply with such individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to participate at or following the Effective Timeobligations.

Employee Benefits Matters. From and after the Effective Time, Parent shall The Buyer will provide (or cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments be provided) 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 Subsidiaries as in effect immediately prior aggregate substantially comparable to the Effective Time compensation and employee benefits provided to similarly situated employees of the Buyer, except to the extent and for the period that are applicable the Buyer elects to keep in force any current or former employees, consultants, or directors existing benefits of the Company or any Subsidiaryof its Subsidiaries. Following The Buyer hereby agrees that, from and after the Effective TimeClosing Date, Parent the Buyer shall give each cause the Company employee to grant all employees of the Company and its Subsidiaries credit for prior any service with the Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to participate at or following the Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains 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 comparable similar Employee Benefit Plan, service shall be credited solely except, in each case, to the extent that such crediting will not treatment would result in the duplication of duplicative benefits. Parent In addition, the Buyer hereby agrees that the Buyer shall give credit 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 those 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 its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and maximum out-of-pocket maximumsprovisions during the calendar year that includes the transition date under any applicable Buyer Plan, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect provided that the employee or covered dependent provides satisfactory evidence of the plan year 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 which Q&A-4 of Treas. Reg. §54.4980B-9 in connection with the Effective Time occurs transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not (x) be deemed to amend or waive compliance with the plan year in which such individuals are transitioned 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 agreement with the Company prior to the date hereof with respect to such plans from individual’s post-Closing employment with the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under Buyer and/or the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision Subsidiaries; it being understood and prescription drug plans, agreed that such individual’s post-Closing employment terms shall be governed by the terms of such employment agreement and not this Section 9L unless otherwise specified in which any such individuals become eligible to participate at or following the Effective Timeemployment agreement.