Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) Adara shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and 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 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 (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 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, Adara 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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.

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiariessubsidiaries to honor in accordance with their terms, as applicableall contracts, to provide the employees agreements, arrangements, policies, plans and commitments of the Company and any Company Subsidiary who remain employed the Subsidiaries as in effect 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 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 the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with any the Company Group Member; providedor its Subsidiaries, howeverincluding predecessor employers, that such crediting for purposes 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, Adara shall use reasonable best efforts to (i) cause to be waived eligibility and vesting under 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 plan of Parent or maintained by its applicable subsidiary in which such employee becomes eligible to participate at or following the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependentsEffective Time, and (ii) cause determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible expenses incurred 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 any Continuing Employee Company employees and his or her covered their eligible dependents, during the portion in respect of the plan year in which the Closing occurs, under those health and welfare benefit plans Effective Time occurs or the plan year in which such Continuing Employee currently participates 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 taken into account applicable under those health the corresponding Plans, to Company employees and welfare benefit their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such Continuing Employee participates subsequent individuals become eligible to participate at or following 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 the Closing occursEffective Time.

Employee Benefits Matters. (a) Adara shallFor a period of one year from and after the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiariessubsidiaries to honor in accordance with their terms (without amendment or modification in a manner adverse to the participants therein) all contracts, as applicableagreements, to provide the employees arrangements, policies, plans and commitments of the Company and any Company Subsidiary who remain employed the Subsidiaries as in effect immediately after prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary; 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 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 or any Subsidiary (the “Continuing "Company Employees”") shall receive credit for service accrued prior to the Effective Time with the Company or any Subsidiary ("Pre-Closing Service") for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation Parent or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programsincluding the Surviving Corporation) for service accrued or deemed accrued prior that is extended to the Effective Time with any Company Group MemberEmployees; 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 Parent and the terms of all governing documentsSurviving Corporation shall waive, Adara shall use reasonable best efforts to (i) or cause to be waived any eligibility waiting periodswaived, any evidence of insurability requirements and the application of limitations on benefits relating to any pre-existing condition conditions to the same extent such limitations are waived under each any comparable plan of Parent or its subsidiaries and recognize, for purposes of annual deductible, co-payment and out-of-pocket limits under its medical and dental plans, deductible, co-payment and out-of-pocket expenses paid by employees of the employee benefit plans Company and its Subsidiaries in the respective plan year in which the Effective Time 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 Effective Time established or maintained by the Surviving Corporation Parent or any of its subsidiaries (including the Surviving Corporation) that cover the Continuing is extended to Company Employees or their dependents, and (ii) cause following the Effective Time, all employees of the Company and the Subsidiaries shall be entitled to all unused vacation time accrued as of the Effective Time. Notwithstanding any eligible expenses incurred by any Continuing Employee and his or her covered dependentsof the foregoing to the contrary, during the portion 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 plan year in which Company and the Closing occursSubsidiaries all employee benefit plans, under those health programs or arrangements of Parent or any of its subsidiaries available to similarly situated employees of Parent 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 its subsidiaries; provided that 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 employees of the Continuing Employees Company and the Subsidiaries receive benefits under such employee benefit plans, programs or arrangements that existed immediately prior are not less favorable than the benefits provided to similarly situated employees of Parent and its subsidiaries, in lieu of the Closing with respect to employee benefit plans, programs or arrangements of the calendar year in which Company and the Closing occursSurviving Corporation.

Employee Benefits Matters. (a) Adara shallDuring the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date (or such shorter period as such individual is employed with a Group Company), Purchaser shall provide, or shall cause the Surviving Corporation applicable Group Company to provide each persons who is employed by the Company or any Group Company as of the Closing Date (the “Employees”), and each who remains employed by a Group Company or any of its subsidiariesAffiliates 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 applicable, those made available to provide 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 Group Company Subsidiary who remain employed immediately after earned prior to the Effective Time Closing Date (the “Continuing Employees”a) credit for eligibility and vesting purposes and, for purposes of eligibility to participate, vesting vacation accrual and determining the level of benefits, as applicable, severance benefit determinations under any employee benefit or compensation plan, program program, agreement or arrangement that may be established or maintained by Purchaser or the Surviving Corporation Group Companies or any of its subsidiaries their Affiliates on or after the Closing Date (excluding 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 plans or programswelfare plans, or defined benefit retirement plans or programs(ii) for as would result in any duplication of benefits, (iii) where service accrued or deemed accrued is not recognized under a similar Employee Benefit Plan of the Group Company immediately prior to the Effective Time with any Company Group Member; providedClosing, however, that such crediting and (iv) where service credit is not afforded to similarly situated employees of service shall not operate to duplicate any benefit or the funding of any such benefitPurchaser generally. In addition, subject to the terms of all governing documents, Adara Purchaser shall use reasonable best efforts to (iA) cause to be waived any all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans to the application of any pre-existing condition limitations under each extent waived or satisfied by an Employee (or dependent) as of the employee benefit plans established or maintained by the Surviving Corporation or Closing Date under any of its subsidiaries that cover the Continuing Employees or their dependents, corresponding Employee Benefit Plan and (iiB) use commercially reasonable efforts to cause any eligible deductible, co-insurance and covered out-of-pocket expenses incurred by any Continuing Employee and his paid on or her covered dependents, before the Closing Date during the portion of the applicable plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing occurs by any Employee currently participates (or covered dependent thereof) 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 the corresponding deductible, coinsurance, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents provisions for the remainder of such year under any 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 the Closing occursNew Plan.

Employee Benefits Matters. (a) Adara Holdco shall, or shall cause the Company Merger Surviving Corporation and each of its subsidiaries, as applicableCorporation, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Company Merger 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 Holdco or the Company Merger Surviving Corporation (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or any of its subsidiaries (excluding any retiree health plans other paid time-off program or programs, or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Company Merger Effective Time with any Company Group Memberthe Company; 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 Holdco shall, and shall cause the terms of all governing documentsCompany Merger Surviving Corporation to, Adara shall use commercially 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 maintained by the Company Merger Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara shallFollowing the Effective Time, or Parent shall cause give each employee of the Company, the Surviving Corporation and each or their respective Subsidiaries who shall have been employed by the Company or any of its subsidiaries, as applicable, Subsidiaries immediately prior to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) full credit for prior service with the Company or its Subsidiaries to the extent such service would be recognized if it had been performed as an employee of Parent 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 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 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, Adara shall use reasonable best efforts to (i) cause to be waived eligibility and vesting under any Parent Employee Plans, but not for benefit accrual purposes under any defined benefit plan of Parent or for purposes of determining eligibility waiting periods, any evidence of insurability requirements for retiree health and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependentswelfare benefits, and (ii) cause 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 relating to vacation, sick and paid time off accrual or severance, in either case for which the Continuing Employees are otherwise prospectively eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occursContinuing Employees are offered participation, under those health and welfare benefit plans but except where such credit would result in which such a duplication of benefits. For the avoidance of doubt, no Continuing Employee currently participates 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 taken into account under those health waived, any limitations on benefits relating to pre-existing conditions, eligibility waiting periods, evidence of insurability, physical examination and welfare benefit plans in which such Continuing Employee participates subsequent actively at-work requirements to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket same extent such limitations or requirements would not have been applicable to such Continuing Employee under the terms of any comparable medical and his 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 her covered dependents policy under which service with Parent is relevant to eligibility, vesting and/or level of benefits, for the applicable plan year. Following benefit of, or relating to, the Closing, Surviving Corporation will honor all accrued but unused vacation current employees of Parent or its Subsidiaries 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 occurseligibility has not been frozen.

Employee Benefits Matters. (a) Adara shallEffective as of the Effective Time and continuing through December 31, 2012, Parent shall provide, or shall cause the Surviving Corporation and each of its subsidiaries, as applicableto provide, to provide the employees each employee of the Company and any or the Company Subsidiary Subsidiaries who remain continues to be employed immediately after by 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 Company or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries their respective Subsidiaries (excluding any retiree health plans other than such employees covered by collective bargaining agreements) (the “Affected Employees”), (i) a base salary or programsregular hourly wage, whichever is applicable, that is substantially comparable to the base salary or defined benefit retirement plans or programs) for service accrued or deemed accrued regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time with any Company Group Member; 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, Adara 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, 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 eligible expenses incurred by 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 Continuing Employee 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 his the Company Subsidiaries shall pay bonuses to the Affected Employees at the earlier of (x) the Effective Time or her covered dependents, during (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 plan 2011 year in which from January 1, 2011 through December 31, 2011 or, if earlier, the Closing occursEffective Time. If the Effective Time has not occurred by January 1, under those health 2012, the Company may establish for 2012 annual incentive targets 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 performance goals that are substantially similar to the Closing Date 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 purposes 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 satisfying all deductibleParent and its Subsidiaries for 2012 or, coinsuranceif the Effective Time occurs in 2012, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following remainder of 2012, that provide short-term annual incentive compensation opportunities that are, in the Closingaggregate, substantially comparable to those provided to similarly situated employees of Parent and its Subsidiaries (other than 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 occursits Subsidiaries).

Employee Benefits Matters. (a) Adara The SPAC shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and 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 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 Section 3(3) of ERISA and any vacation or any of its subsidiaries (excluding any retiree health plans other paid time-off program or programs, or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with any Company Group Memberthe Company; 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, Adara SPAC shall use commercially 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursClosing.

Employee Benefits Matters. (a) Adara shallExcept 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, or shall cause Parent and the Surviving Corporation shall have no obligation to continue after the Effective Time any plan or arrangement in effect immediately before the Effective Time (except as otherwise required by applicable Law, including without limitation ERISA and each the Code) for current or former employees, officers or directors of its subsidiariesthe Company or any Company Subsidiary, as applicableand shall have the discretion to continue or terminate any of such programs, or to provide merge any of them into plans or arrangements in effect for other employees of Parent or the Surviving Corporation. To the extent legally permitted, employees of the Company and or any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) shall receive credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, under any employee pension benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding Subsidiaries and for the purpose of eligibility and determining the amount of any retiree health plans benefit with respect to any employee welfare benefit plan, program or programs, arrangement established or defined benefit retirement plans or programs) maintained by the Surviving Corporation for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In additionIf, subject 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 terms of all governing documentsClosing Date, Adara the Surviving Corporation shall use reasonable best efforts cause any successor group health plan to (i) cause to be waived apply any eligibility waiting periods, any evidence of insurability requirements and the application of any or pre-existing condition limitations under each period only to the extent its duration is not in excess of the employee benefit plans established corresponding waiting or maintained by pre-existing condition limitations period applied under such predecessor plan and to give credit for any such employee’s participation in the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the predecessor plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent prior to the Closing Date for purposes covered expenses paid by any each such employee under a predecessor plan during the Applicable Period of satisfying all deductibleCoverage towards satisfaction of any annual deductible limitation, coinsurance, and maximum co-payment and/or out-of-of pocket requirements applicable to maximum applied under such Continuing Employee and his or her covered dependents for successor group health plan. Parent shall also cause the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation to perform the Company’s obligations under the change in control and other paid time off agreements referred to in Section 7.10(a) of the Continuing Employees that existed immediately prior to Company Disclosure Schedule between the Closing with respect to the calendar year in which the Closing occursCompany and certain of its officers and employees unless any such officer or employee agrees otherwise.

Employee Benefits Matters. (ai) Adara Effective as of immediately prior to the Closing, Seller shall terminate (or cause to be terminated) the employment of all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause the Surviving Corporation and each one of its subsidiariesAffiliates to, as applicable, offer employment to provide 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 of the Company had with Seller and 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 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 (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 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, Adara 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed Subsidiaries immediately prior to the Closing with Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the calendar year terms of such offer shall be in which accordance with the Closing occursterms of the respective Collective Bargaining Agreements in effect as of the time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms.

Employee Benefits Matters. (a) Adara shallDuring the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, or Purchaser shall cause provide each employee of the Surviving Corporation and each Company who is employed by the Company as of its subsidiaries, as applicable, to provide the Closing (including employees of the Company and any Company Subsidiary who remain that are co-employed immediately after the Effective Time with a professional employer organization) (the “Continuing 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 aggregate than the cash compensation opportunities provided to each such Company Employee immediately prior to the Closing Date and with employee benefits (excluding equity arrangements) that are substantially comparable in the aggregate to the Employee Benefit Plans and other benefit and compensation plans, programs, policies, agreements or arrangements (excluding equity arrangements) maintained by the Company as of immediately prior to the Closing Date. Purchaser further agrees that, from and after the Closing Date, Purchaser shall and shall cause each Company Employee to be granted credit for all service with the Company and any of their predecessors earned prior to the Closing Date for all purposes, including eligibility and vesting purposes and for purposes of eligibility to participatevacation accrual and severance benefit determinations, vesting and determining the level of benefitsbut excluding defined benefit pension, as applicableretiree welfare, under equity-based incentive compensation or any employee benefit similar plan, program or agreement, under any benefit or compensation plan, program, policy, agreement or arrangement that is sponsored or maintained by or may be established or maintained by the Surviving Corporation Purchaser or a Company or any of its subsidiaries their Affiliates on or after the Closing Date (excluding any retiree health plans or programsthe “New Plans”), or defined benefit retirement plans or programs) for service accrued or deemed accrued prior in each case, to the Effective Time with any Company Group Member; provided, however, extent that such crediting credit does not result in any duplication of service shall not operate to duplicate any benefit or the funding of any such benefitbenefits. In addition, subject to the terms of all governing documents, Adara Purchaser shall use commercially reasonable best efforts to (iA) cause to be waived any all pre‑existing condition exclusions and actively‑at‑work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans to the application of extent waived or satisfied by a Company Employee (or covered dependent thereof) under any pre-existing condition limitations under each Employee Benefit Plan as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date and (iiB) cause any eligible deductible, co-insurance and out-of-pocket expenses incurred paid on or before the Closing Date by any Continuing Company Employee and his (or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates dependent thereof) 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 any applicable deductible, coinsurance, coinsurance and maximum out-of-pocket out‑of‑pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation, in 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 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 Section 4980B of the Continuing Employees that existed immediately prior 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 Closing with respect 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 of Purchaser, the calendar year Company or any of their Affiliates or (ii) create any third-party rights in which the Closing occursany Person, including any current or former Company Employee (or any beneficiaries or dependents thereof).

Employee Benefits Matters. (a) Adara Effective as of the Effective Time and, except as otherwise provided in clause (iv) below, for a period of one year thereafter, Gannett 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 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 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 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 and each of its subsidiaries, as applicable, to provide each Affected Employee who incurs a termination of employment that would entitle such employee to severance benefits under the employees circumstances set forth in Section 6.7(a)(ii) of the Company and any Company Subsidiary who remain employed immediately after the Effective Time Disclosure Letter (the “Continuing EmployeesSeverance Plan”) credit for purposes of eligibility with severance benefits in amounts and on terms and conditions consistent with the Severance Plan, with any such severance to participate, vesting and determining be determined based on the level of benefits, Affected Employee’s base salary or regular hourly wage as 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 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 affiliate of the Company Group Member; provided, however, that such crediting or any predecessor of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject Company) prior to the terms of all governing documents, Adara shall use reasonable best efforts to Effective Time and with Gannett (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 Surviving Corporation or any of its subsidiaries that cover affiliates including the Continuing Employees or their dependents, Company and (iiits affiliates) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during after the portion Effective Time. Each employee of the plan year in which Company or the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes Company Subsidiaries who as 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 Effective Time is covered by a Collective Bargaining Agreement shall be provided with respect to compensation and benefits consistent with the calendar year terms of the applicable Collective Bargaining Agreement in which the Closing occurseffect.

Employee Benefits Matters. (a) Adara Holdco shall, or shall cause the Company, the Surviving Corporation and each of its their respective subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time Closing (the “Continuing Employees”) to receive credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Corporation or any of its subsidiaries (excluding their respective subsidiaries, other than any retiree health plans or programs, or defined benefit retirement plans or programs) pension plan, for service accrued or deemed accrued prior to the Effective Time Closing with the Company or any Company Group MemberSubsidiary; 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, Adara 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 benefit plans established or maintained by Holdco, the Company, the Surviving Corporation or any of its their respective subsidiaries that cover the Continuing Employees or their dependents, dependents and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans Plans in which such Continuing Employee currently participates immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries 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, Holdco shall, or shall cause the Company, the Surviving Corporation will 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 with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or Parent shall cause assume and honor all Company Benefit Plans and shall honor all Parent Benefit Plans (including the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees arrangements identified on Section 6.7 of the Parent Disclosure Letter). For all purposes under the employee benefit plans of Parent and its affiliates providing benefits to any current or former employee of Parent, the Company and or any Company Subsidiary who remain employed immediately of their respective affiliates (collectively, the “Continuing Employees”) after the Effective Time (the “New Plans”), and subject to Applicable Law, each Continuing Employees”) Employee shall be credited 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 purposes of eligibility to participate, vesting and determining the level of benefitssuch service under any similar Parent Benefit Plans or Company Benefit Plans, as 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 except to the Effective Time with any Company Group Member; provided, however, that extent such crediting credit would result in a duplication of service shall not operate to duplicate any benefit or the funding of any such benefitbenefits. In addition, and without limiting the generality of the foregoing, and subject to any Applicable Law: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans which are welfare benefit plans to the terms extent coverage under such New Plan replaces coverage under a comparable Parent Benefit Plan or Company Benefit Plan, as applicable, in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of all governing documentseach New Plan providing medical, Adara dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent 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 all pre-existing condition limitations under each exclusions and actively-at-work requirements of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any such New Plan to be waived for such Continuing Employee and his or her covered dependents, 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 in which of the Closing occurs, under those health and welfare benefit plans in which Old Plan ending on the date such Continuing Employee currently participates Employee’s participation in the corresponding New Plan begins to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date New Plan for purposes of satisfying all deductible, coinsurance, 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 year as if such amounts had been paid time off of the Continuing Employees that existed immediately prior to the Closing in accordance with respect to the calendar year in which the Closing occurssuch New Plan.

Employee Benefits Matters. (a) Adara 7.5.1 New Holdco shall, or shall cause the Surviving Corporation and each of its subsidiariesapplicable Subsidiary to, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time 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 the Surviving Corporation New Holdco or any of its subsidiaries Subsidiaries (excluding any equity and equity-based compensation, retiree health plans or programs, change in control bonus or retention bonus or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time Closing with the Company or any Company Group MemberSubsidiary; 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, Adara New 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 benefit plans established or maintained by the Surviving Corporation New Holdco or any of its subsidiaries Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will 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 the Closing occurs.

Employee Benefits Matters. (a) Adara shallFrom 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 Surviving Corporation and each Target Company to provide to the Employees of its subsidiaries, as applicablethe Business immediately prior to the Closing Date, to provide 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 and any Company Subsidiary who remain employed immediately to pay Employees of the Business terminated within one year after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, Closing Date severance or similar termination benefits at least as 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 favorable to the Effective Time with any Company Group Member; Employees of the Business as those provided to other similarly situated employees of Buyer, provided, however, that Parent shall be obligated to pay such crediting of service shall not operate to duplicate any benefit severance or the funding of any such benefit. In addition, subject termination benefits with respect to the terms 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 governing documentspurposes (other than benefit accrual under a defined benefit pension plan) under all employee benefit plans, Adara shall use reasonable best efforts programs and arrangements, service with Target Company prior to the Closing Date and (iy) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of waive any pre-existing condition limitations exclusion requirements under each 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 benefit plans established Employee Welfare Benefit Plans of Seller or maintained by Parent prior to Closing. Buyer shall assume or cause the Surviving Corporation or any 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 its subsidiaries that cover the Continuing Employees or their dependentsAlpharma Inc. Performance Units), (B) all employment taxes, and (iiC) cause all unused vacation and sick pay to which any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year 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 occursDate, Employees of the Business shall not accrue any benefits under those health and welfare benefit plans in which such Continuing any Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Benefit Plan of Seller or Parent nor shall Seller or Parent's Employee participates subsequent to Welfare Benefit Plans provide any benefits based upon facts, circumstances or third party services performed on or after the Closing Date for purposes Target Company or Buyer. Effective as of satisfying the Closing Date, Parent shall cause all deductibleEmployees of the Business to be 100% vested in their benefits under its Pension Plan and Savings Plan and shall permit distributions in accordance with 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 applicable law and at the election of affected Employees of the Business. It is expressly agreed that Seller and Parent shall retain all obligations to provide compensation and disability, coinsurancemedical, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closingretiree medical, Surviving Corporation will honor all accrued but unused vacation "COBRA" continuation coverage under Code Section4980B, pension, retirement and other paid time off employee benefits to any individual who does not qualify as an Employee of the Continuing Employees that existed immediately prior to Business, including, without limitation, individuals who, as of the Closing with respect to the calendar year in which the Closing occursDate, are on short-term or long-term disability leave or have retired.

Employee Benefits Matters. (a) Adara HCAC shall, or shall cause the Surviving Corporation Entity and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary 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 Employee Benefit Plan established or maintained by the Surviving Corporation Entity or any of its subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara HCAC 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 Employee Benefit Plans established or maintained by the Surviving Corporation Entity or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Surviving Corporation 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 obligations.

Employee Benefits Matters. The Buyer will provide (aor cause to be provided) Adara shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries compensation (including bonus opportunity but not equity based compensation) and employee benefits (other than defined benefit pension plans) that are in the aggregate substantially comparable to the compensation and employee benefits provided to similarly situated employees of the Buyer, except to the extent and for the period that the Buyer elects to keep in force any existing benefits of the Company Subsidiary who remain employed immediately or any of its Subsidiaries. The Buyer hereby agrees that, from and after the Effective Time Closing Date, the Buyer shall cause the Company to grant all employees of the Company and its Subsidiaries credit for any service with the Company or any of its Subsidiaries earned prior to the Closing Date (the “Continuing Employees”i) credit for eligibility and vesting (but not for benefit accrual) purposes and (ii) for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, vacation accrual under any employee benefit plan, program or arrangement established or maintained by or on behalf of the Surviving Corporation Company or any of its subsidiaries Subsidiaries on or after the Closing Date (excluding any retiree health plans or programs, or defined benefit retirement plans or programsthe “Buyer Plans”) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; providedsame extent such service was recognized under a similar Employee Benefit Plan, howeverexcept, that in each case, to the extent such crediting of service shall not operate to duplicate any benefit or the funding of any such benefittreatment would result in duplicative benefits. In addition, subject to the terms of all governing documents, Adara Buyer hereby agrees that the Buyer shall use reasonable best efforts to cause (i) cause the Company and its Subsidiaries to be waived any waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any Buyer Plans to the application of same extent such conditions were not applicable under any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependentsEmployee Benefit Plan, and (ii) cause any eligible covered expenses incurred on or before the date the employees transition to Buyer Plans by any Continuing Employee and his employee (or her covered dependents, during the portion dependent thereof) of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates Company or any of its Subsidiaries 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 applicable deductible, coinsurance, coinsurance and maximum out-of-pocket requirements provisions during the calendar year that includes the transition date under any applicable Buyer Plan, provided that the employee or covered dependent provides satisfactory evidence of the expenses to such Continuing Employee and his the administrator or her covered dependents for agent of the applicable plan yearBuyer Plan. Following Buyer or another Buyer Party (including, after the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off the Company or one of its Subsidiaries) shall be solely responsible for complying with the requirements of COBRA for any individual who is an “M&A qualified beneficiary” as defined in Q&A-4 of Treas. Reg. §54.4980B-9 in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not (x) be deemed to amend or waive compliance with the express terms of any applicable collective bargaining agreement or (y) apply to any employee of the Continuing Employees that existed immediately Company and/or any of its Subsidiaries who enters into a written conditional employment agreement with the Company prior to the Closing date hereof with respect to such individual’s post-Closing employment with the calendar year Buyer and/or the Company and its Subsidiaries; it being understood and 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 the Closing occursany such employment agreement.

Employee Benefits Matters. (a) Adara 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 each of its subsidiaries, as applicable, waiting periods with respect to provide the employees of participation and coverage requirements applicable to the Company and Employees under any Company Subsidiary who remain employed immediately welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee welfare benefit plan, program or arrangement established or plan maintained by for 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 Company Employees immediately prior to the Effective Time with any Company Group Member; 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, Adara 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause provide each Company Employee with credit for any eligible expenses incurred by any Continuing Employee co-payments and his or her covered dependents, deductibles paid prior to the Effective Time during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans occurs 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 any applicable deductible or out-of-pocket requirements applicable for such year under any welfare plans that such employees are eligible to such Continuing Employee and his or her covered dependents for participate in after 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 the Closing occursEffective Time.

Employee Benefits Matters. Effective as of the Effective Time and for a period of twelve (a12) Adara shallmonths thereafter, Parent shall provide, or shall cause the Surviving Corporation and each of its subsidiaries, as applicableto provide, to provide the employees each employee of the Company and any who continues to be employed by the Company Subsidiary who remain employed immediately or the Surviving Corporation after the Effective Time (the “Continuing Affected Employees”), (a) credit 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, and (b) employee benefits 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 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 respect 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, further, that no plans or arrangements of the Company or any Company Subsidiary providing for such issuance shall be 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 participatethe extent that Parent makes such plan or program available to employees of the Surviving Corporation and not in any case where credit would result in duplication of benefits), vesting but not for purposes of any other employee benefit plan of Parent. Effective as of the Effective Time and thereafter, 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 eligibility 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, out-of-pocket or other co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the level of benefits, as applicable, 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 employee health benefit planplan of Parent or an affiliate of Parent for such year. The Offer shall not affect any Affected Employee’s accrual of, program or arrangement established right to take, any accrued but unused personal, sick or maintained by vacation policies applicable to such Affected Employee immediately prior to the Effective Time. Nothing in this Agreement shall confer upon any Affected Employee any right to continue in the employ or service of Parent, the Surviving Corporation or any affiliate of its subsidiaries (excluding any retiree health plans or programsParent, or defined benefit retirement plans shall interfere with or programs) for service accrued or deemed accrued prior to restrict in any way the Effective Time with any Company Group Member; providedrights of Parent, 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, Adara 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 maintained by the Surviving Corporation or any affiliate of its subsidiaries that cover Parent, which rights are hereby expressly reserved, to discharge or terminate the Continuing Employees services of any Affected Employee at any time for any reason whatsoever, with or their dependentswithout cause, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent except to the Closing Date for purposes extent expressly provided otherwise in a written agreement between Parent, the Surviving Corporation, the Company or any affiliate of satisfying all deductible, coinsurance, Parent 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 the Closing occursAffected Employee.

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or Parent shall cause the Surviving Corporation and each its Subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and its subsidiariesSubsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary 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, . With respect to provide the any employees of the Company and or any Subsidiary of the Company Subsidiary as of the date of this Agreement who remain employed by the Surviving Corporation or any of its Subsidiaries immediately after following the Effective Time (Closing Date, during the “Continuing Employees”) six month period following the Closing Date, Parent shall cause the Surviving Corporation and its Subsidiaries to honor the severance arrangements set forth in Section 7.05 of the Company Disclosure Schedule applicable to such employees. Employees of the Company or any Subsidiary of the Company shall receive credit for purposes of eligibility to participate, participate and vesting and determining the 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 (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) Subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary 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, subject to the terms of all governing documentsParent shall waive, Adara shall use reasonable best efforts to (i) or cause to be waived any eligibility waiting periodswaived, any evidence of insurability requirements and the application of limitations on benefits relating to any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent conditions to the Closing Date 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 Subsidiaries and use commercially reasonable efforts to recognize, for purposes of satisfying all deductible, coinsurance, annual deductible and maximum out-of-pocket requirements applicable to such Continuing Employee limits under its medical and his or her covered dependents for the applicable plan year. Following the Closingdental plans, Surviving Corporation will honor all accrued but unused vacation deductible and other out-of-pocket expenses paid time off by employees of the Continuing Employees that existed immediately prior to the Closing with respect to Company and its Subsidiaries in the calendar year in which the Closing Effective Time 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 sole benefit of the parties to this Agreement and shall not create any right in any other person, including any current or former Service Providers, any participant in any Plan or any beneficiary of a Plan.

Employee Benefits Matters. (a) Adara shallFor a period of at least twelve (12) months following the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary the Subsidiaries who remain employed immediately by Parent, Merger Sub or their subsidiaries after the Effective Time (the “Continuing Company Employees”) credit 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 treat, the service of the Company Employees with the Company or the Subsidiaries attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for purposes of eligibility to participatewaiting periods, vesting participation and determining the level of benefitsvesting, as applicablebut not for any other purposes, including, without limitation, benefit accrual, under any employee benefit plan, program or arrangement established or 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 the Surviving Corporation for a pre-existing medical condition, and to credit any deductibles and co-pays or other amounts paid by a Company Employee under any of the Company’s or any of the Subsidiaries’ health plans for the calendar year containing the Effective Time towards deductibles, co-pays and out-of-pocket maximums under the health plans of Parent or the Surviving Corporation for the plan year containing the Effective 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 right of the Parent, the Surviving Corporation or any of its subsidiaries (excluding Subsidiaries to amend, terminate or otherwise modify any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to Plan following the Effective Time with 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 Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit third party beneficiary rights or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to other rights (i) cause to be waived in any eligibility waiting periodsPerson, including without limitation any employees, former employees, any evidence of insurability requirements and the application of participant in any pre-existing condition limitations under each of the employee benefit plans established Plan, or maintained by any dependent or beneficiary thereof, or (ii) to continued employment with Parent, the Surviving Corporation Corporation, the Subsidiaries or any of its subsidiaries that cover the Continuing Employees their respective affiliates or their dependents, and (ii) cause continued participation in any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursPlan.

Employee Benefits Matters. (a) Adara SPAC shall, or shall cause the Surviving Corporation and each of OpCo or its subsidiaries, as applicable, applicable subsidiary to provide the employees of the Company and or any of the Company Subsidiary Subsidiaries who remain employed immediately after as of the Effective Time 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 Employee Benefit Plan established or maintained by the Surviving Corporation OpCo 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 Closing with the Company or any Company Group MemberSubsidiary; 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, Adara SPAC shall use commercially 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 Employee Benefit Plans established or maintained by the Surviving Corporation OpCo or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation 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 the Closing occurs.

Employee Benefits Matters. (a) Adara shallFor a period beginning on the Closing Date and ending no earlier than December 31, 2003, Acquiror shall provide, or shall cause the Surviving Corporation and each of its subsidiaries, as applicableto be provided, to provide the employees of the Company and any Company Subsidiary Target 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 continue employment with Acquiror or any of its subsidiaries (excluding any retiree health plans “Continuing Employees”) benefits that are, in the aggregate, substantially similar to or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued more favorable than the benefits provided to each of the Continuing Employees immediately prior to the Effective Time Closing Date. During such period, Acquiror shall, to the extent allowed by law, (i) cause Continuing Employees to be credited with service with the Target for purposes of eligibility and vesting under any Company Group Memberemployee 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 the Continuing Employees, (ii) cause its health and welfare plans to waive any pre-existing condition exclusions (to the extent such exclusion was waived under applicable health and welfare plans offered to the Continuing Employees by the Target) in respect of Continuing Employees (and their beneficiaries and dependants), and (iii) grant full credit to Continuing Employees (and their beneficiaries and dependants) for contributions, deductibles, co-payments and other attributes of participation in the Target’s health and welfare plans prior to Closing; provided, however, that if such crediting of service insurance is not readily available on commercially reasonable terms, Acquiror shall not operate be required to duplicate obtain only such insurance as is readily available on reasonable terms. Nothing in this Section 5.23 shall be construed to entitle any benefit Continuing Employee to continue his or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara 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 maintained by the Surviving Corporation her employment with Acquiror or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by to entitle any Continuing Employee and his or her covered dependents, during the portion to receive any benefits following termination of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursemployment.

Employee Benefits Matters. (a) Adara shallThe Buyer, or shall cause the Surviving Corporation and 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 its subsidiariestheir respective Subsidiaries or Affiliates following the Closing Date and in which any Person who is, as applicableof immediately prior to the Effective Time, to provide the employees an employee of the Company or the Subsidiaries (regardless of whether any 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 Company Subsidiary who remain employed Affiliate of Buyer as of immediately after following the Effective Time (the an “Continuing EmployeesEmployee”) credit (or the spouse, domestic partner or any dependent of any Employee) participates or is eligible to participate (each, a “Buyer Benefit Plan”) to treat, for all purposes of (including eligibility to participate, vesting and determining the level and accrual of benefits, as applicable, other than accrual of benefits under any employee “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 any Company Plan provides past service credit) as service with Buyer, the Surviving Corporation and their respective Subsidiaries and Affiliates. The Buyer, 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, program 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 other exclusions and limitations with respect to the Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or arrangement established not included under the corresponding Company Plan, and (ii) to recognize for each Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Buyer Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by Employee and his or maintained her spouse, domestic partner and dependents under the corresponding Company Plan during the plan year of such Company Plan in which occurs the Closing Date. This Section 6.12 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.12, express or implied, shall confer upon any other Person, including any Employee, any rights or remedies of any nature whatsoever under or by reason of this Section 6.12. Nothing contained herein, 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 agree 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, Buyer, the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans their respective Subsidiaries 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 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, Adara 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursAffiliates.

Employee Benefits Matters. (a) Adara Holdco shall, or shall cause the Company, the Surviving Corporation Company and each of its their respective subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time Closing (the “Continuing Employees”) to receive credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Corporation Company or any of its subsidiaries (excluding their respective subsidiaries, other than any retiree health plans qualified or programs, or nonqualified defined benefit retirement plans or programs) plan, for service accrued or deemed accrued prior to the Effective Time Closing with the Company or any Company Group MemberSubsidiary; 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, Adara 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 benefit plans established or maintained by Holdco, the Company, the Surviving Corporation Company or any of its their respective subsidiaries that cover the Continuing Employees or their dependents, dependents following the Closing and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans Plans in which such Continuing Employee currently participates immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Company or any of their respective subsidiaries in which such Continuing Employee participates subsequent to following 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, Holdco shall, or shall cause the Company, the Surviving Corporation will 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 with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara Parent shall, or shall cause the Surviving Corporation Entity and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary 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 Employee Benefit Plan established or maintained by the Surviving Corporation Entity or any of its subsidiaries Subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara Parent 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 Employee Benefit Plans established or maintained by the Surviving Corporation Entity or any of its subsidiaries Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-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 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 obligations.

Employee Benefits Matters. (a) Adara shallEffective as of the Effective Time and for a period of one (1) year thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company who continues to be employed by the 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, (ii) cash bonus opportunity, and each cash sales and service incentive award compensation opportunity that is not less than the cash bonus opportunity, and sales and service incentive award compensation opportunity provided to such Affected Employee by the Company immediately prior to the Effective Time, (iii) employee benefits (excluding equity awards) 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, and (iv) a severance opportunity in accordance with Section 6.8(a)(iv) of its subsidiariesthe 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, to provide the employees 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 Company Affected Employees, including, without limitation, vacation plans or arrangements, 401(k), and 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 level of benefits, as applicable, under any employee benefit plan, program severance 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 Memberwelfare plans); provided, however, that such crediting service need not be recognized for purposes of service shall not operate to duplicate benefit accrual under any defined benefit pension plan or the funding of any such benefit. In addition, subject to the terms extent that such recognition would result in any duplication of benefits. Effective as of the Effective Time and thereafter, 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 governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any 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, out-of-pocket or other co-payments paid by such employee under the application of any pre-existing condition limitations under each health benefit plans of the employee benefit plans established Company or maintained by its affiliates prior to the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, Closing Date during the portion of the plan year in which the Closing occurs, under those health occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible 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 whether he or she has reached the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements maximum under any health benefit plan of Parent or an affiliate of Parent for such 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 Continuing Affected 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 the Closing occursEffective Time.

Employee Benefits Matters. (a) Adara Parent shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary 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 Corporation, Parent or any of its their respective subsidiaries (excluding including any retiree health plans employee benefit plan as defined in Section 3(3) of ERISA and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara Parent shall use commercially 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 maintained by the Surviving Corporation Corporation, Parent or any of its their respective subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursClosing.

Employee Benefits Matters. (a) Adara Holdco shall, or shall cause the Company, the Surviving Corporation and each of its their respective subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time Closing (the “Continuing Employees”) to receive credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Corporation or any of its subsidiaries (excluding their respective subsidiaries, other than any retiree health plans qualified or programs, or nonqualified defined benefit retirement plans or programs) plan, for service accrued or deemed accrued prior to the Effective Time Closing with the Company or any Company Group MemberSubsidiary; 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, Adara 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 benefit plans established or maintained by Holdco, the Company, the Surviving Corporation or any of its their respective subsidiaries that cover the Continuing Employees or their dependents, dependents following the Closing and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans Plans in which such Continuing Employee currently participates immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries in which such Continuing Employee participates subsequent to following 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, Holdco shall, or shall cause the Company, the Surviving Corporation will 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 with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a1) Adara shallFrom and after the Closing Date, or Neon shall cause Amalco and its successors and assigns to honour in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of InnerAccess and its Subsidiaries as in effect immediately prior to the Surviving Corporation Closing Date that are disclosed in the InnerAccess Disclosure Schedule and each are applicable to any current or former employees or directors of its subsidiariesInnerAccess or any Subsidiary of InnerAccess; provided, as applicablehowever, to provide 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. To the employees extent permitted by applicable Regulation and/or by employee benefit plan agreements or amendments thereto that may be made without the necessity of the Company and shareholder approval, Employees of InnerAccess or any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) shall receive full credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation Amalco or any of its subsidiaries (excluding any retiree health plans Subsidiaries or programs, or defined benefit retirement plans or programs) their successors and assigns after the Closing Date for service accrued or deemed accrued prior to the Effective Time Closing Date with InnerAccess or any Company Group MemberSubsidiary; 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 extent permitted by applicable Regulation and/or by employee benefit plan agreements or amendments thereto that may be made without the necessity of all governing documentsshareholder approval, Adara Neon shall use reasonable best efforts to (i) waive, or cause to be waived any eligibility waiting periodswaived, any evidence of insurability requirements and the application of limitations on benefits relating to any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent conditions to the Closing Date same extent such limitations are waived under any comparable plan of InnerAccess or its Subsidiaries and recognize, for purposes of satisfying all deductible, coinsurance, annual deductible and maximum out-of-pocket requirements applicable to such Continuing Employee limits under its medical and his or her covered dependents for the applicable plan year. Following the Closingdental plans, Surviving Corporation will honor all accrued but unused vacation deductible and other out-of-pocket expenses paid time off by employees of the Continuing Employees that existed immediately prior to the Closing with respect to InnerAccess and its Subsidiaries in the calendar year in which the Closing Date occurs.

Employee Benefits Matters. (a) Adara Following the Effective Time, ARYA shall, or shall cause the Surviving Corporation Company (as the surviving corporation on and after the Effective Time) and each of its subsidiaries, as applicable, to provide the employees of the Company and 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 level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation Company (as the surviving corporation on and after the Effective Time) or any of its subsidiaries (excluding including, without limitation, any retiree health plans employee benefit plan as defined in Section 3(3) of ERISA and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with any Company Group MemberCompany; provided, however, that such crediting of service shall not operate to duplicate any benefit or compensation or the funding of any such benefitbenefit or compensation. In addition, subject to the terms of all governing documents, Adara ARYA shall use commercially 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 maintained by the Surviving Corporation Company (as the surviving corporation on and after the Effective Time) or any of its subsidiaries that cover the Continuing Employees or their dependentsdependents to the extent such eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations would not have been applicable to such Continuing Employees under the terms of the corresponding group health plans of the Company immediately prior to the Closing Date, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates participated immediately prior to the Closing Date to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation 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 with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara Parent shall, or shall cause the Surviving Corporation and each of its subsidiariesSubsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary 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 Employee Benefit Plan established or maintained by the Surviving Corporation or any of its subsidiaries Subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara Parent 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 Employee Benefit Plans established or maintained by the Surviving Corporation or any of its subsidiaries Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 obligations.

Employee Benefits Matters. (a) Adara Pubco shall, or shall cause the Company Surviving Corporation Subsidiary and each of its subsidiariesSubsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary 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 Employee Benefit Plan established or maintained by the Company Surviving Corporation Subsidiary or any of its subsidiaries Subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Company Merger Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara Parent 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 Employee Benefit Plans established or maintained by the Company Surviving Corporation Subsidiary or any of its subsidiaries Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Company Surviving Corporation 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 obligations. 57

Employee Benefits Matters. (a) Adara GX shall, or shall cause the Surviving Corporation Entity and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary 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 Employee Benefit Plan established or maintained by the Surviving Corporation Entity or any of its subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara GX 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 Employee Benefit Plans established or maintained by the Surviving Corporation Entity or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Surviving Corporation 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 obligations.

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or the Parent shall honor and shall cause the Surviving Corporation to honor all Company Employee Plans and all employment, severance and termination plans and agreements, in each case in accordance with their terms as in effect immediately before the Acceptance Time. For all purposes (including purposes of its subsidiariesvesting, as applicable, eligibility to provide participate and level of benefits) under the employees employee benefit plans of the Company Parent and its subsidiaries providing benefits to any Company Subsidiary who remain employed immediately Employees after the Effective Time (the “Continuing EmployeesNew 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 purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, such service under any employee similar Company Employee benefit plan, program plan in which such Company Employee participated 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 was eligible to participate immediately prior to the Effective Time with any Company Group Member; providedTime, however, provided that such crediting of service the foregoing shall not operate apply to duplicate any benefit or the funding extent that its application would result in a duplication of any such benefitbenefits. In addition, subject to and without limiting the terms generality of all governing documentsthe foregoing, Adara shall use reasonable best efforts to (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to the Company Employee Plan in which such Company Employee participated immediately before the consummation of the Merger (such plans, collectively, the “Old Plans”) and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any all pre-existing condition limitations under each exclusions and actively-at-work requirements of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing 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 or its subsidiaries in which such Company Employee participated immediately prior to the Effective Time and (B) the Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates corresponding New Plan begins to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date New Plan for purposes of satisfying all deductible, coinsurance, 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 the Closing occurs.pocket

Employee Benefits Matters. (a) Adara shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the All employees of the Company and any the Subsidiaries who accept employment with Parent (the “Company Subsidiary who remain employed immediately 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 Time, Parent shall (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 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 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, Adara shall use reasonable best efforts to (ia) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition conditions or limitations and eligibility waiting periods (to the extent that such waiting periods would be applicable, taking into account service with the Company) under each any group health plans of the employee benefit plans established Parent or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing affiliates to be waived with respect to Company Employees or and their dependents, eligible dependents and (iib) cause any eligible expenses incurred by any Continuing give each Company Employee and his or her covered dependents, during the portion of credit for the plan year in which the Closing occurs, under those health Effective Time occurs towards applicable deductibles 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 annual out-of-pocket requirements applicable limits for medical expenses incurred prior to the Effective Time for which payment has been made to the extent permissible under such Continuing plans. The cash value of any earned but unused vacation time accrued by Company Employees at Closing will be paid to each Company Employee and his or her covered dependents for the applicable plan yearat Closing. Following the Closing and for a period of up to six months following the Closing, Surviving Corporation Company Employees will honor all accrued 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 and other paid time off of with the Continuing Employees that existed immediately prior to Company on the Closing Date, provided the vacation otherwise complies with respect Parent’s vacation policy and subject to the calendar year in which the Closing occursany requisite manager approval pursuant to Parent’s vacation policy.

Employee Benefits Matters. (a) Adara shallDuring the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, Parent shall provide employees of each Group Company who continue to be employed by a Group Company with the same salary or hourly wage rate as provided to such employees immediately prior to the Closing Date and with employee benefits (excluding equity arrangements) that are substantially similar in the aggregate to the employee benefits provided to similarly situated employees of Parent. Parent further agrees that, from and after the Closing Date, Parent shall and shall cause the Surviving Corporation and each Group Company to grant all of its subsidiaries, as applicable, employees credit for any service with such Group Company earned prior to provide the employees of the Company Closing Date (a) for eligibility and any Company Subsidiary who remain employed immediately after the Effective Time vesting purposes and (the “Continuing Employees”b) credit for purposes of eligibility vacation accrual and severance benefit determinations (to participate, vesting and determining the extent years of service is relevant to the level of benefits, as applicable, benefits for which an employee is eligible) under any employee benefit or compensation plan, program program, agreement or arrangement that may be established or maintained by Parent or the Surviving Corporation Entity or any of its subsidiaries Subsidiaries on or after the Closing Date (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“New Plans”); provided, however, that in no event shall such crediting service credit result in any duplication of service shall not operate to duplicate any benefit or the funding of any such benefitbenefits. In addition, subject to the terms of all governing documents, Adara Parent shall use commercially reasonable best efforts to (i) cause to be waived any all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans to the application of extent waived or satisfied by an employee under any pre-existing condition limitations under each Employee Benefit Plan as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date and (ii) cause any eligible deductible, co-insurance and covered out-of-pocket expenses incurred paid on or before the Closing Date by any Continuing Employee and his employee (or her covered dependents, during the portion dependent thereof) of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates any Group Company 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 the corresponding deductible, coinsurance, 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 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 Section 4980B of the Continuing Employees that existed immediately prior 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 shall not be deemed, to confer any rights or remedies upon any Person other than the Closing parties hereto and their respective successors and permitted assigns, to create any agreement of employment with respect any Person or to the calendar year in which the Closing occursotherwise create any third-party beneficiary hereto.

Employee Benefits Matters. (a) Adara SPAC shall, or shall cause the Umbrella Merger Surviving Corporation Company and each of its subsidiariestheir respective Subsidiaries, as applicable, to provide the employees of who provide services to the Company Companies and any Company Subsidiary their respective Subsidiaries and who remain employed immediately after the Umbrella Merger 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 SPAC, the Companies, the Umbrella Merger Surviving Corporation Company, Umbrella or any of its subsidiaries their Subsidiaries (excluding except for any equity compensation plan, defined benefit pension plan and/or retiree health plans or programs, or defined benefit retirement plans or programsplan) 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 Company Group Memberof their Subsidiaries; provided, however, that such crediting of service shall not operate to duplicate any benefit or or, except as otherwise required by applicable Law, the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara 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 maintained by SPAC, the Companies, the Umbrella Merger Surviving Corporation Company, Umbrella or any of its subsidiaries their Subsidiaries that cover the Continuing Employees or their spouses or dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered spouse and dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered spouse and dependents for the applicable plan year. Following the Closing, SPAC shall, or shall cause the Companies, the Umbrella Merger Surviving Corporation will 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 with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara BAC shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the all employees of the Company and 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 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 Section 3(3) of ERISA and any vacation or other paid time-off program or policy but excluding any retiree health plans or programs, or defined benefit retirement plans or programsequity incentive plan) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara BAC shall use its 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursClosing.

Employee Benefits Matters. (a) Adara shallFor a period of one year following the Closing Date, Buyer shall provide or cause its Subsidiaries (including the Group Companies) to provide employees of each Group Company who continue to be employed by a Group Company with (1) the same salary or hourly wage rate as provided to such employees immediately prior to the Closing Date and (2) employee benefits (excluding equity arrangements) that are either (A) the same as provided to such employees immediately prior to the Closing Date or (B) at least as favorable as those provided to similarly situated employees of Buyer and its Subsidiaries. Buyer further agrees that, from and after the Closing Date, Buyer shall and shall cause the Surviving Corporation and each Group Company to grant all of its subsidiaries, as applicable, employees credit for any service with such Group Company earned prior to provide the employees of the Company Closing Date (i) for eligibility and any Company Subsidiary who remain employed immediately after the Effective Time vesting purposes and (the “Continuing Employees”ii) credit for purposes of eligibility to participate, vesting vacation accrual and determining the level of benefits, as applicable, severance benefit determinations under any employee benefit or compensation plan, program program, agreement or arrangement that may be established or maintained by Buyer or the Surviving Corporation Company Entity or any of its subsidiaries Subsidiaries on or after the Closing Date (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“New Plans”); provided, however, that such crediting service need not be recognized to the extent that such recognition would result in any duplication of service shall not operate to duplicate any benefit or the funding of any such benefitbenefits. In addition, subject to the terms of all governing documents, Adara Buyer shall use reasonable best efforts to (iA) cause to be waived any all pre‑existing condition exclusions and actively‑at‑work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans to the application of extent waived or satisfied by an employee or his or her dependents under any pre-existing condition limitations under each Employee Benefit Plan as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date and (iiB) cause any eligible deductible, co-insurance and covered out-of-pocket expenses incurred paid on or before the Closing Date by any Continuing Employee and his employee (or her covered dependents, during the portion dependent thereof) of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates any Group Company 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 the corresponding deductible, coinsurance, coinsurance and maximum out-of-pocket out‑of‑pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation, provided that the Group Companies (or their insurers) use their commercially reasonable best efforts to provide this information to Buyer in a timely manner. Buyer agrees that Buyer and the Company shall be solely responsible for satisfying the continuation coverage 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 Section 4980B of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in which the Closing occursTreasury Regulation Section 54.4980B‑9.

Employee Benefits Matters. The Buyer will provide (aor cause to be provided) Adara shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries compensation (including bonus opportunity but not equity based compensation) and employee benefits (other than defined benefit pension plans) that are in the aggregate substantially comparable to the compensation and employee benefits provided to similarly situated employees of the Buyer, except to the extent and for the period that the Buyer elects to keep in force any existing benefits of the Company Subsidiary who remain employed immediately or any of its Subsidiaries. The Buyer hereby agrees that, from and after the Effective Time Closing Date, the Buyer shall cause the Company to grant all employees of the Company and its Subsidiaries credit for any service with the Company or any of its Subsidiaries earned prior to the Closing Date (the “Continuing Employees”i) credit for eligibility and vesting (but not for benefit accrual) purposes and (ii) for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, vacation accrual under any employee benefit plan, program or arrangement established or maintained by or on behalf of the Surviving Corporation Company or any of its subsidiaries Subsidiaries on or after the Closing Date (excluding any retiree health plans or programs, or defined benefit retirement plans or programsthe "Buyer Plans") for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; providedsame extent such service was recognized under a similar Employee Benefit Plan, howeverexcept, that in each case, to the extent such crediting of service shall not operate to duplicate any benefit or the funding of any such benefittreatment would result in duplicative benefits. In addition, subject to the terms of all governing documents, Adara Buyer hereby agrees that the Buyer shall use reasonable best efforts to cause (i) cause the Company and its Subsidiaries to be waived any waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any Buyer Plans to the application of same extent such conditions were not applicable under any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependentsEmployee Benefit Plan, and (ii) cause any eligible covered expenses incurred on or before the date the employees transition to Buyer Plans by any Continuing Employee and his employee (or her covered dependents, during the portion dependent thereof) of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates Company or any of its Subsidiaries 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 applicable deductible, coinsurance, coinsurance and maximum out-of-pocket requirements provisions during the calendar year that includes the transition date under any applicable Buyer Plan, provided that the employee or covered dependent provides satisfactory evidence of the expenses to such Continuing Employee and his the administrator or her covered dependents for agent of the applicable plan yearBuyer Plan. Following Buyer or another Buyer Party (including, after the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off the Company or one of its Subsidiaries) shall be solely responsible for complying with the requirements of COBRA for any individual who is an "M&A qualified beneficiary" as defined in Q&A-4 of Treas. Reg. §54.4980B -9 in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not (x) be deemed to amend or waive compliance with the express terms of any applicable collective bargaining agreement or (y) apply to any employee of the Continuing Employees that existed immediately Company and/or any of its Subsidiaries who enters into a written conditional employment agreement with the Company prior to the Closing date hereof with respect to such individual's post-Closing employment with the calendar year Buyer and/or the Company and its Subsidiaries; it being understood and 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 the Closing occursany such employment agreement.

Employee Benefits Matters. If any employees of the Company or its Subsidiaries as of the Effective Time (aeach, a “Company Employee”) Adara become a participant in a benefit plan sponsored or maintained by Parent or the Surviving Company (the “Parent Plans”), in accordance with the 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 service with the Company and its Subsidiaries prior to the 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 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 under the corresponding Company Plan; and (iv) with respect to any Parent Plan that provides medical or health benefits, such Company Employees (and their eligible dependents) shall be given credit for co-payments made, amounts credited towards deductibles, co-insurance and out-of-pocket maximums under the corresponding Company Plan (i.e., under the same type of Plan such as a point of service plan) in the calendar year in which such 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 Corporation and Company to, permit each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary Employee who remain remains 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 with Parent or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programsCompany to use all unused vacation, or defined benefit retirement plans or programs) for service sick leave and paid time off accrued or deemed accrued by such Company Employee under Company Plans prior to the Effective Time with any to the extent accrued on the balance sheet contained in the Unaudited Company Group Member; provided, however, that such crediting of service Financials. Nothing in this Section 8.5 shall not operate to duplicate any benefit (x) require Parent or the funding of Surviving Company to provide any such benefit. In addition, subject to the terms of all governing documents, Adara 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 particular employee benefit plans established or maintained by to Company Employees, (y) limit the Surviving Corporation 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 its subsidiaries that cover their Subsidiaries to terminate the Continuing Employees or their dependents, and (ii) cause employment of any eligible expenses incurred by Company Employee at any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occurstime.

Employee Benefits Matters. (a) Adara For a period of at least twelve (12) months beginning on the Closing Date, Parent shall, or shall cause the Surviving Corporation and each of its subsidiariesto, as applicableprovide those persons who, immediately prior to provide the Merger, were employees of the Company and any Company Subsidiary or its Subsidiaries who remain employed immediately after by the Effective Time Surviving Corporation or any of its Subsidiaries following the Closing Date (the “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 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 Closing Date. Parent shall cause Continuing Employees to receive credit for purposes of eligibility to participateparticipate and vesting (but, vesting and determining the level of benefitsexcept as required by applicable Law, as applicable, not for any pension plan for any matter) under any employee benefit plan, program or arrangement in which they participate established or maintained by the Surviving Corporation Parent or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) Subsidiaries for service accrued or deemed accrued prior to the Effective Time Merger with any the Company Group Memberor its Subsidiaries; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject with respect to any medical, dental, pharmaceutical and/or vision benefit plan of Parent or its Subsidiaries in which Continuing Employees may participate following the terms of Effective Time (a “New Plan”), Parent shall cause all governing documents, Adara shall use reasonable best efforts to (i) cause pre-existing condition exclusion and actively-at-work requirements to be waived any eligibility waiting periodsfor such employees and their covered dependents (provided, any evidence of insurability requirements and the application of however, that such waiver shall not apply to any pre-existing condition limitations under each of that excluded any such employee or dependent prior to the employee benefit plans established or Merger from the corresponding arrangement maintained by the Surviving Corporation Company or its Subsidiaries) and shall provide that any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible covered expenses incurred on or before the Closing Date by any a Continuing Employee and his or her a Continuing Employee’s covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to dependents shall 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 applicable deductible, coinsurance, coinsurance and maximum out-of-pocket requirements applicable provisions under the relevant New Plan after the Closing Date to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent and its Subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 6.7(a) will limit the right of Parent or the Surviving Corporation to terminate or suspend the employment of any Continuing Employee and his or her covered dependents for the applicable plan year. Following after 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 the Closing occurs.

Employee Benefits Matters. (a) Adara shallEffective as of the Effective Time and for a period of one year thereafter, Parent shall provide, or shall cause the Surviving Corporation and each of its subsidiaries, as applicableCompany to provide, to provide the employees each employee of the Company and 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 who remain employed immediately after prior to the Effective Time, (ii) an annual target cash bonus opportunity at levels provided to such Continuing Employee by the Company or any Company Subsidiary immediately prior to the Effective Time, (iii) severance benefits no less favorable than those provided under the applicable plans, policies, contracts, or arrangements of the Company or the Company Subsidiaries as in effect as of immediately prior to the Effective Time (the “Continuing EmployeesCompany Benefit Plans”) credit 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, 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 affiliate, or any predecessor, of the Company or any Company Subsidiary) shall be taken into account for purposes of eligibility to participate, vesting and determining the level of benefitsdetermining, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries eligibility for participation and vesting (excluding any retiree health plans or programs, or defined benefit retirement plans or programsaccrual) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; 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 Continuing Employee under all governing documents, Adara 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 maintained by the Surviving Corporation Parent or any an affiliate of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents Parent for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off benefit of the Continuing Employees that existed immediately prior Employees, including vacation or other paid-time off plans or arrangements and any severance plans (excluding defined benefit pension, retiree plans, frozen plans, and plans closed to the Closing with respect to the calendar year in which the Closing occursnew participants).

Employee Benefits Matters. (a) Adara shallFrom the Effective Time until December 31, or 1999, the Surviving Corporation shall cause provide the employees of the Surviving Corporation and each its Subsidiaries (who were, prior to the Merger, employees of the Company or its subsidiariesSubsidiaries) Employee Benefits which, as applicablein the aggregate, are no less favorable to provide such employees, than the Employee Benefits provided to the employees of the Company and its Subsidiaries immediately prior to the Effective Time. Acquiror and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any Company Subsidiary who remain employed immediately individual agreement with any employee, former employee, director or former director in effect and disclosed to Acquiror as of the date hereof. For all Employee Benefits (including, without limitation, Employee Plans and other programs of Acquiror and its affiliates after the Effective Time (Time), all service with 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 Company 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 Subsidiaries prior to the Effective Time of employees (excluding employees covered by collective bargaining agreements) shall be treated as service with Acquiror and its affiliates for purposes of eligibility, vesting, benefits accrued (other than for the purposes of any Company Group Member; provided, however, pension plan) and determination of benefit levels to the same extent that such crediting service is taken into account by the Company and its Subsidiaries as of service shall not operate to duplicate any benefit or the funding of any such benefit. In additiondate hereof, subject except to the terms extent such treatment will result in duplication of all governing documentsbenefits. Acquiror will, Adara shall use reasonable best efforts to or will cause the Surviving Corporation to, (i) cause waive all limitations as to be waived any eligibility preexisting conditions, exclusions and waiting periods, any evidence of insurability requirements periods with respect to participation and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket coverage requirements applicable to the Company's employees under any Employee Plans that such Continuing Employee and his employees may be eligible to participate in after the Effective Time, other than limitations, exclusions 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 waiting periods that existed immediately prior to the Closing are already in effect with respect to such employees and that have not been satisfied as of the calendar year in which the Closing occurs.Effective Time under any Employee Plan maintained for such employees immediately

Employee Benefits Matters. (a) Adara SPAC shall, or shall cause OpCo or its applicable subsidiary (including, following Closing, the Surviving Corporation and each Company or any of its subsidiaries, as applicable, the Company Subsidiaries) to provide the employees of the Company and or any of the Company Subsidiary Subsidiaries who remain employed immediately after as of the Effective Time 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 plan established or maintained by the Surviving Corporation OpCo 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 Closing with the Company or any Company Group MemberSubsidiary; 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, Adara SPAC shall use reasonable best efforts to 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 of the employee benefit plans plan that is a group health plan established or maintained by the Surviving Corporation OpCo or any of its subsidiaries that cover the Continuing Employees or their dependentsdependents to the extent such eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations would not have been applicable under the analogous Employee Benefit Plans that are group health plans, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those Employee Benefit Plans that are group health 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 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, Surviving Corporation 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 the Closing occurs.. 62

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiariesSubsidiaries to honor in accordance with their terms, as applicableall contracts, to provide the employees agreements and plans of the Company and its Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary who remain employed of the Company. For one (1) year following the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to provide each Service Provider of the Company or any of its Subsidiaries that continues to provide services to the Parent, the Surviving Corporation or their respective Subsidiaries immediately after following the Effective Time (the “Continuing EmployeesService 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 in 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, participate and vesting and determining the level of benefits, as applicable, (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 (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) Subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary 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, subject Parent shall waive, or cause to be waived, any limitations on benefits relating to any pre-existing conditions to the terms extent such conditions are covered immediately prior to the Effective Time under the applicable Company Plans and to the same extent such limitations are waived under any comparable plan of all governing documents, Adara shall Parent or its Subsidiaries and use reasonable best efforts to (i) cause to be waived any eligibility waiting periodsrecognize, 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 Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, annual deductible and maximum out-of-pocket requirements applicable to such Continuing Employee limits under its medical and his or her covered dependents for the applicable plan year. Following the Closingdental plans, Surviving Corporation will honor all accrued but unused vacation deductible and other out-of-pocket expenses paid time off by employees of the Continuing Employees that existed immediately prior to the Closing with respect to Company and its Subsidiaries in the calendar year in which the Closing Effective Time occurs. Nothing contained in this Section 7.06 shall be construed as limiting the ability of Parent or the Surviving Corporation to amend or terminate any Company Plan so long as such amendment or termination is effected in accordance with the terms of such Company Plan.

Employee Benefits Matters. (a) Adara Company Topco shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, applicable subsidiary to use commercially reasonable efforts to provide the employees of the Company and any the Company Subsidiary 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 planEmployee Benefit Plan, program or arrangement established or maintained by the Surviving Corporation Company Topco or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programsprograms 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 with the Company or any Company Group MemberSubsidiary to the same extent such service was recognized by the Company or the applicable 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, Adara Company Topco shall use commercially 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 Employee Benefit Plans established or maintained by the Surviving Corporation Company Topco or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation 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 the Closing occurs.

Employee Benefits Matters. Effective as of the Effective Time and for a period of twelve (a12) Adara shallmonths thereafter, Parent shall provide, or shall cause the Surviving Corporation and each of its subsidiaries, as applicableto provide, to provide the employees each employee of the Company and any who continues to be employed by the Company Subsidiary who remain employed immediately or the Surviving Corporation after the Effective Time (the “Continuing Affected Employees”), (a) credit 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, and (b) employee benefits 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 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 respect 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, further, that no plans or arrangements of the Company or any Company Subsidiary providing for such issuance shall be 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 participatethe extent that Parent makes such plan or program available to employees of the Surviving Corporation and not in any case where credit would result in duplication of benefits), vesting but not for purposes of any other employee benefit plan of Parent. Effective as of the Effective Time and thereafter, 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 eligibility 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, out-of-pocket or other co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the level of benefits, as applicable, 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 employee health benefit planplan of Parent or an affiliate of Parent for such year. The Offer shall not affect any Affected Employee’s accrual of, program or arrangement established right to take, any accrued but unused personal, sick or maintained by vacation policies applicable to such Affected Employee immediately prior to the Effective Time. Nothing in this Agreement shall confer upon any Affected Employee any right to continue in the employ or service of Parent, the Surviving Corporation or any affiliate of its subsidiaries (excluding any retiree health plans or programsParent, or defined benefit retirement plans shall interfere with or programs) for service accrued or deemed accrued prior to restrict in any way the Effective Time with any Company Group Member; providedrights of Parent, 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, Adara 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 maintained by the Surviving Corporation or any affiliate of its subsidiaries that cover Parent, which rights are hereby expressly reserved, to discharge or terminate the Continuing Employees services of any Affected Employee at any time for any reason whatsoever, with or their dependentswithout cause, except to the extent expressly provided otherwise in a written agreement between Parent, the Surviving Corporation, the Company or any affiliate of Parent and the Affected Employee. Nothing contained herein shall be construed as requiring, and (ii) cause any eligible expenses incurred by any Continuing Employee and his the Company shall take no action that would have the effect of requiring, Parent or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation to continue any specific plans, 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 other paid time off of the Continuing Employees that existed immediately prior nothing therein shall be construed as an amendment to the Closing with respect to the calendar year in which the Closing occursany such plan, program, policy, arrangement, agreement or understanding for any purpose.

Employee Benefits Matters. (a) Adara shallFrom the Effective Time until December 31, or 1999, the Surviving Corporation shall cause provide the employees of the Surviving Corporation and each its Subsidiaries (who were, prior to the Merger, employees of the Company or its subsidiariesSubsidiaries) Employee Benefits which, as applicablein the aggregate, are no less favorable to provide such employees, than the Employee Benefits provided to the employees of the Company and its Subsidiaries immediately prior to the Effective Time. Acquiror and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any Company Subsidiary who remain employed immediately individual agreement with any employee, former employee, director or former director in effect and disclosed to Acquiror as of the date hereof. For all Employee Benefits (including, without limitation, Employee Plans and other programs of Acquiror and its affiliates after the Effective Time (Time), all service with 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 Company 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 Subsidiaries prior to the Effective Time of employees (excluding employees covered by collective bargaining agreements) shall be treated as service with Acquiror and its affiliates for purposes of eligibility, vesting, benefits accrued (other than for the purposes of any Company Group Member; provided, however, pension plan) and determination of benefit levels to the same extent that such crediting service is taken into account by the Company and its Subsidiaries as of service shall not operate to duplicate any benefit or the funding of any such benefit. In additiondate hereof, subject except to the terms extent such treatment will result in duplication of benefits. Acquiror will, or will cause the Surviving Corporation to, (i) waive all governing documentslimitations as to preexisting conditions, Adara shall exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company's employees under any Employee Plans that such employees may be eligible to participate in after the Effective Time, other than limitations, exclusions or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any Employee Plan maintained for such employees immediately prior to the Effective Time and (ii) use its reasonable best efforts to (i) cause to be waived provide such employees credit for any eligibility waiting periods, any evidence of insurability requirements co-payments and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other deductibles paid time off of the Continuing Employees that existed immediately prior to the Closing with respect Effective Time in satisfying any applicable deductible or out of pocket requirements under any Welfare Plans that such employees are eligible to participate in after the calendar year in which the Closing occurs.Effective Time. "

Employee Benefits Matters. (a) Adara shallJE Holdings, or shall cause Parent and Purchaser agree that following the Effective Time, the Surviving Corporation and each of its subsidiariesSubsidiaries and successors shall provide those persons who, as applicableimmediately prior to the Effective Time, to provide the were employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time or its Subsidiaries (the “Continuing Retained Employees”) with employee plans and programs which provide benefits that are substantially similar in the aggregate than those provided to similarly situated employees of JE Holdings. Employees of the Company or any Subsidiary shall receive credit for purposes of accrual of seniority with respect to termination or severance benefits and eligibility to participate, participate and vesting and determining the level of benefitsbenefit accrual (but, except as applicablerequired by Applicable Law, not for benefit accruals under any defined benefit pension plan) under any employee benefit plan, program or arrangement that is 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) Subsidiaries and in which such employees are eligible to participate after the Effective Time for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject with respect to any medical, dental, pharmaceutical and/or vision benefit plan of JE Holdings in which employees of the terms of Company may participate following the Effective Time (a “New Plan”), JE Holdings shall cause all governing documents, Adara shall use reasonable best efforts to (i) cause pre-existing condition exclusion and actively-at-work requirements to be waived any eligibility waiting periodsfor such employees and their covered dependents (provided, any evidence of insurability requirements and the application of however, that such waiver shall not apply to any pre-existing condition limitations under each of that excluded any such employee or dependent prior to the employee benefit plans established or Effective Time from the corresponding Plan maintained by the Surviving Corporation or Company) and shall provide that any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible covered expenses incurred on or before the Effective Time by any Continuing Employee and his an employee or her an employee’s covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to dependents shall 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 applicable deductible, coinsurance, coinsurance and maximum out-of-pocket requirements applicable provisions under the relevant New Plan after the Effective Time to the same extent as such Continuing Employee and his or her covered dependents expenses are taken into account for the applicable plan yearbenefit of similarly situated employees of JE Holdings and its Subsidiaries. Following Subject to the Closingprovisions of this Section 6.5, Surviving Corporation will honor all accrued but unused vacation and other paid time off nothing shall require JE Holdings to provide the Retained Employees with any particular employee benefit plans, agreements, or programs or preclude or limit JE Holdings’ ability to modify, amend, or terminate any New Plan or any of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursCompany’s Plans as it deems appropriate.

Employee Benefits Matters. (a) Adara InterPrivate shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and 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 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 (excluding including, without limitation, any retiree health plans employee benefit plan as defined in Section 3(3) of ERISA and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with any Company Group Memberthe Company; 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, Adara InterPrivate shall use commercially 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursClosing.

Employee Benefits Matters. (a) Adara shall, or New SPAC shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) 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 New SPAC or any of its subsidiaries (excluding including, without limitation, any retiree health plans employee benefit plan and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Company Amalgamation Effective Time with the Company or any Company Group MemberSubsidiary; 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, Adara SPAC shall use reasonable best efforts to cause (i) cause each Continuing Employee to be waived immediately eligible to participate, without any eligibility waiting periodstime, in any evidence of insurability requirements and the application of any all New SPAC Plans; (ii) all pre-existing condition limitations under each exclusions and actively-at-work requirements of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any such New SPAC Plan to be waived for such Continuing Employee and his or her covered dependentsdependents (except to the extent that such exclusions or requirements applied to the Continuing Employee under comparable Company Plans); and (iii) any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee and/or his or her covered dependents during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to ending on the Closing Date to be credited for purposes of satisfying all deductible, coinsurance, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following year of each comparable New SPAC Plan (to the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately extent such credit would have been given under comparable Company Plans prior to the Closing with respect Closing. The provisions of this Section 7.05 are solely for the benefit of the Parties to this Agreement, and 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 the calendar year in which Company or shall require the Closing occursCompany, New SPAC, Newco and each of its Subsidiaries to continue any Plan or other employee benefit arrangements, or prevent their amendment, modification or termination.

Employee Benefits Matters. (ai) Adara shallBuyer hereby agrees that, for at least one (1) year following the Closing Date, Buyer will provide or shall cause the Surviving Corporation and each of or its subsidiaries, as applicable, Subsidiaries to provide the to employees of the Company and any Company Subsidiary who remain continue to be employed immediately after 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 Closing Date, Buyer shall cause the Surviving Corporation to grant all Continuing Company Employees credit for any service with the Company or any of its Subsidiaries earned prior to the Closing Date (i) for eligibility, vesting and benefit accrual purposes and (ii) for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, vacation accrual under any employee benefit plan, program or arrangement established or maintained by or on behalf of the Surviving Corporation or any of its subsidiaries Subsidiaries in which the Continuing Company Employees are eligible to participate on or after the Closing Date (excluding any retiree health plans or programs, or defined benefit retirement plans or programsthe “New Plans”) for to the same extent such service accrued or deemed accrued was recognized under a similar Employee Benefit Plan in which the Continuing Company Employees were eligible to participate immediately prior to the Effective Time with any Company Group MemberTime; provided, however, provided that such crediting 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 benefit or benefits of a Continuing Company Employee with respect to the funding same period of service, (iv) apply for purposes of any such benefitplan, 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, subject to the terms of all governing documents, Adara Buyer hereby agrees that Buyer shall use reasonable best efforts to cause (i) cause the Surviving Corporation and its Subsidiaries to be waived any waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods, any 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 application Closing Date by any employee (or covered dependent thereof) of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates Subsidiaries 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 applicable deductible, coinsurance, coinsurance and maximum out-of-pocket requirements provisions after the Closing Date under any applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the ClosingNew Plan, 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 occursextent permissible under applicable Legal Requirements.

Employee Benefits Matters. (a) Adara shallDuring the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Parent and/or the Surviving Entity shall provide, or cause the applicable Group Company to provide, employees of each Group Company who continue to be employed by a Group Company or any of its 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 the Surviving Corporation each Group Company and each its Affiliates to grant all of its subsidiaries, as applicable, employees credit for any service with a Group Company earned prior to provide the employees of the Company Closing Date (i) for eligibility and any Company Subsidiary who remain employed immediately after the Effective Time vesting purposes and (the “Continuing Employees”ii) credit for purposes of eligibility to participate, vesting vacation accrual and determining the level of benefits, as applicable, severance benefit determinations under any employee benefit or compensation plan, program program, agreement or arrangement that may be established or maintained by Parent, the Surviving Corporation Entity or the Group Companies or any of its subsidiaries their Affiliates on or after the Closing Date (excluding any retiree health plans or programsthe “New Plans”), or defined benefit retirement plans or programs) for service accrued or deemed accrued prior except to the Effective Time with any Company Group Member; provided, however, that extent such crediting of service shall not operate to duplicate any benefit or the funding credit would result in duplication of any such benefit. In addition, subject to Parent and the terms of all governing documents, Adara Surviving Entity shall use commercially reasonable best efforts to (iA) cause to be waived any all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans to the application of any pre-existing condition limitations under each extent waived or satisfied by an employee (or dependent) as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date and (iiB) cause any eligible deductible, co-insurance and covered out-of-pocket expenses incurred paid on or before the Closing Date by any Continuing Employee and his employee (or her covered dependents, during the portion dependent thereof) of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates any Group Company 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 the corresponding deductible, coinsurance, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Each of Parent and Merger Sub agrees that Parent, the Surviving Entity and the Group Companies shall be solely responsible for satisfying the continuation coverage 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 Section 4980B of the Continuing Employees that existed immediately prior 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, the Surviving Entity or their respective Subsidiaries (including, after the transactions contemplated by this Agreement, any of the Group Companies). Nothing in this Section 5.10 shall (i) be deemed or construed to establish, or be an amendment or other modification of, any Employee Benefit Plan or employee benefit plan of Parent, the Surviving 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 with respect to the calendar year in which the Closing occurs(or any beneficiaries or dependents thereof).

Employee Benefits Matters. (a) Adara SPAC shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and 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 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 (excluding including, without limitation, any retiree health plans employee benefit plan as defined in Section 3(3) of ERISA and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with any Company Group Memberthe Company; 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, Adara SPAC shall use commercially 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursClosing.

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 (aexcluding 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) Adara 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, or and shall cause the Surviving 29 31 Corporation to, (i) cause any pre-existing condition or limitation and each of its subsidiariesany eligibility waiting periods (to the extent such conditions, as applicable, limitations or waiting periods did not apply to provide the employees of the Company and any Company Subsidiary who remain employed immediately after under the Effective Time (Employee Plans in existence as of the “Continuing Employees”date hereof) 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 group health plans of Parent 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 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, Adara shall use reasonable best efforts to (i) cause Subsidiaries to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each with respect to employees of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or Company and their dependents, eligible dependents and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during give each employee of the portion of Company credit for the plan year in which the Closing occurs, under those health Effective Time occurs toward applicable deductions 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 annual out-of-pocket requirements applicable limits for expenses incurred prior to the Effective Time (or such Continuing Employee and his or her covered dependents for later date on which participation commences) during the applicable plan year. Following "Employee Benefits" shall mean the Closingfollowing benefits: any medical, health, dental, life insurance, long-term disability, severance, pension, Section 401(k), retirement or savings plan, policy or arrangement, including those such plans for which coverage is generally limited to officers or 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 will honor all accrued but unused vacation and other paid time off 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 Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursdate hereof. SECTION 7.6.

Employee Benefits Matters. For at least one (a1) Adara shallyear 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 Closing with (i) the same salary or hourly wage rate as provided to such employees immediately prior to the Closing Date, and (ii) the opportunity to earn annual performance-based bonuses and non-cash employee benefits (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 (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 the Surviving Corporation and each Group Company to grant all of its subsidiaries, as applicable, employees credit for any service with such Group Company earned prior to provide the employees of the Company Closing Date (i) for eligibility and any Company Subsidiary who remain employed immediately after the Effective Time vesting purposes and (the “Continuing Employees”ii) credit for purposes of eligibility to participate, vesting vacation accrual and determining the level of benefits, as applicable, severance benefit determinations under any employee benefit or compensation plan, program program, agreement or arrangement that may be established or maintained by Parent or the Surviving Corporation Company or any of its subsidiaries Subsidiaries on or after the Closing Date (excluding any retiree health plans or programsthe “New Plans”), or defined benefit retirement plans or programs) for service accrued or deemed accrued prior in each case, except to the Effective Time 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 Company Group Member; provided, however, that such crediting of service shall its Affiliates is not operate to duplicate any benefit or the funding of any such benefittaken into account. In addition, subject to the terms of all governing documents, Adara Parent shall use commercially reasonable best efforts to (iA) cause to be waived any all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans to the application of any pre-existing condition limitations extent waived or satisfied by an employee under each a corresponding Employee Benefit Plan as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date and (iiB) cause any eligible deductible, co-insurance and covered out-of-pocket expenses incurred and paid on or before the Closing Date by any Continuing Employee 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 his or her covered dependentspaid by the employee) for purposes of satisfying the corresponding deductible, during coinsurance and maximum out of pocket provisions after the portion of Closing Date under any applicable New Plan that is a welfare plan with respect to the plan year in which the Closing occursoccurs but only to the extent such crediting does not result in the duplication of benefits to any participant. Nothing contained herein, under those health 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 welfare benefit plans in which such Continuing 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 currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent Benefit Plan. Prior to the Closing Date for purposes Date, the sponsoring Company shall adopt resolutions of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents its board of directors providing for the applicable 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 have in effect a qualified defined contribution plan yearthat 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 employees who were actively participating in the Company 401(k) Plan immediately prior to its termination. Following After the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off pursuant to Section 401(a)(31)(D) of the Continuing Employees that existed immediately prior Code, Parent shall take all actions necessary to permit the Closing with respect Parent 401(k) Plan to accept rollover contributions of “eligible rollover distributions” (within the calendar year in which meaning of Section 401(a)(31) of the Closing occursCode) of eligible amounts (including outstanding loans) distributed to employees from the Company 401(k) Plan.

Employee Benefits Matters. During the period beginning on the Closing Date and ending on the first (a1st) Adara shallanniversary of the Closing Date, Parent shall provide the 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 bonus arrangements) as provided to such employees immediately prior to the Closing Date. Parent further agrees that, from and after the Closing Date, Parent shall or shall cause the Surviving Corporation and each Group Company to grant all of its subsidiaries, as applicable, employees credit for any service with such Group Company credited prior to provide the employees of the Company Closing Date (i) for eligibility and any Company Subsidiary who remain employed immediately after the Effective Time vesting purposes and (the “Continuing Employees”ii) credit for purposes of eligibility to participate, vesting vacation accrual and determining the level of benefits, as applicable, severance benefit determinations under any employee benefit or compensation plan, program program, agreement or arrangement that may be established or maintained by Parent or the Surviving Corporation Entity or any of its subsidiaries Subsidiaries on or after the Closing Date (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 such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit“New Plans”). In addition, subject to the terms of all governing documents, Adara Parent shall use reasonable best efforts to (iA) cause to be waived any all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans that provide medical, dental or vision benefits to the application of extent waived or satisfied by an employee under any pre-existing condition limitations under each Employee Benefit Plan as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date and (iiB) cause any eligible deductible, co-insurance and covered out-of-pocket expenses incurred paid on or before the Closing Date by any Continuing Employee and his employee (or her covered dependents, during the portion dependent thereof) of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates any Group Company 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 the corresponding deductible, coinsurance, 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 the Surviving Entity shall be solely responsible for satisfying the continuation coverage requirements applicable to of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such Continuing Employee and his or her covered dependents for term is defined in Treasury Regulation Section 54.4980B-9. Effective as of the applicable plan year. Following Effective Time, the Closing, Surviving Corporation will honor all accrued but unused vacation hereby expressly assumes those agreements set forth in Schedule 5.9 and other paid time off agrees to perform the obligations of the Continuing Employees that existed immediately prior to Company thereunder in accordance with the Closing with respect to the calendar year in which the Closing occursterms and conditions thereof.

Employee Benefits Matters. (a) Adara shall, or shall cause During the Surviving Corporation period beginning on the Closing Date and each of its subsidiaries, as applicable, to provide ending no earlier than the employees first (1st) anniversary of the Company and Closing Date, Acquirer shall provide each employee of any Company Subsidiary who remain employed immediately after of the Effective Time Group Companies as of the Closing Date (collectively, the “Continuing Company Employees”) with total compensation that is substantially comparable to that provided to each such Company Employee immediately prior to the Closing Date and with employee benefits (excluding equity arrangements) that are substantially comparable in the aggregate to the Employee Benefit Plans and other benefit and compensation plans, programs, policies, agreements or arrangements maintained by the Group Companies as of immediately prior to the Closing Date. Acquirer further agrees that, from and after the Closing Date, Acquirer shall use commercially reasonable efforts to cause each Company Employee to be granted credit for all service with the Group Companies and any of their predecessors earned prior to the Closing Date for all purposes, including eligibility and vesting purposes and for purposes of eligibility to participate, vesting vacation accrual and determining the level of benefits, as applicableseverance benefit determinations, under any employee benefit or compensation plan, program program, policy, agreement or arrangement that is sponsored or maintained by or may be established or maintained by the Surviving Corporation Acquirer or a Group Company or any of its subsidiaries their Affiliates on or after the Closing Date (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 such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit“New Plans”). In addition, subject to the terms of all governing documents, Adara Acquirer shall use commercially reasonable best efforts to to: (iA) cause to be waived any all pre‑existing condition exclusions and actively‑at‑work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans to the application of extent waived or satisfied by a Company Employee (or covered dependent thereof) under any pre-existing condition limitations under each Employee Benefit Plan as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date; and (iiB) cause any eligible deductible, co-insurance and out-of-pocket expenses incurred paid on or before the Closing Date by any Continuing Company Employee and his (or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates dependent thereof) 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 any applicable deductible, coinsurance, 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 out‑of‑pocket provisions after the Closing with respect Date under any applicable New 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 calendar year in which employ or service of Acquirer or any of its Affiliates (including, after the Closing occursDate, 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 Employee (or any beneficiaries or dependents thereof).

Employee Benefits Matters. (a) Adara shallFollowing the Effective Time, or 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 each of its subsidiaries, as applicable, to provide the or their respective Subsidiaries who shall have been employees of the Company and or any Company Subsidiary who remain employed of its Subsidiaries immediately after prior to the Effective Time (the “Continuing Employees”) full credit for prior service with the Company or its Subsidiaries (and any predecessor companies thereto) to the extent such service would be recognized if it had been performed as an employee of Parent 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 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 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, Adara shall use reasonable best efforts to (i) cause to be waived eligibility and vesting under any eligibility waiting periodsParent Employee Plans (as defined below), but not for benefit accrual purposes under any evidence defined benefit plan of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependentsParent, and (ii) cause 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 expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occursContinuing 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 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 any medical, dental, pharmaceutical, vision, disability and/or similar plan of Parent or its Subsidiaries to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket same extent such limitations or requirements would not have been applicable to such Continuing Employee and his or her covered dependents for under the applicable terms of any comparable 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 Company and its Subsidiaries. For purposes of this Agreement, the Closing with respect to the calendar year in which the Closing occurs.term “

Employee Benefits Matters. (a) Adara shallFor a period of at least 12 months following the Effective Time, Parent shall (i) arrange for each employee of the Company or shall cause 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 Surviving Corporation and each Company or any Company Subsidiary)), within a reasonable period of its subsidiaries, as applicabletime after the Effective Time, to provide be eligible for a base salary and other compensation at a rate no less favorable in the aggregate than such employee was receiving immediately prior to the Acceptance Time, and (ii) arrange for the participants in the Benefit Plans (the “Benefit Plan Participants”) who become employees of Eisai US (or employees of any Parent Subsidiary or affiliate (including by remaining employees of the Company and or any Company Subsidiary who remain employed immediately Subsidiary)), within a reasonable period of time after the Effective Time (including all dependents), subject to the “Continuing Employees”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 manner so as to avoid any discontinuation of coverage; provided, that nothing in this Section 6.8(a) shall require Parent or Eisai US to offer any particular Benefit Plan Participant any particular benefit. Each Benefit Plan Participant shall, to the extent 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 and determining under Eisai US employee benefit plans for years of service with the level 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 a duplication of benefits. If applicable and permitted by the relevant Benefit Plan, as applicableParent shall 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 planplans to be waived with respect to such Benefit Plan Participants and their eligible dependents and shall provide them with credit for any co-payments, program deductibles or arrangement established offsets (or maintained by 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 any Eisai US employee benefit plans in which they are eligible to participate after the Effective Time. Notwithstanding the foregoing, nothing contained in this Agreement shall (1) be treated as an amendment of any particular Benefit Plan, (2) give any third party any right to enforce the provisions of this Section 6.8 or (3) obligate Parent, Eisai US, the Surviving Corporation or any of its subsidiaries their affiliates to (excluding A) maintain any retiree health plans particular Benefit Plan or programs, or defined benefit retirement plans or programs(B) for service accrued or deemed accrued prior to retain the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding employment of any such benefit. In addition, subject to the terms of all governing documents, Adara 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 maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, 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 occursparticular employee.