Common use of Employment and Benefits Matters Clause in Contracts

Employment and Benefits Matters. (a) Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Benefit Plans, as applicable, will occur at or prior to the Effective Time, as applicable. (b) For a period of one year following the Effective Time, the Surviving Corporation shall either (i) maintain for the benefit of the current or former employee of the Company or its Subsidiaries (each, a “Company Employee”), immediately prior to the Effective Time, the Benefit Plans and Foreign Plans (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) at the benefit levels in effect on the date of this Agreement taking into account modifications in plans or arrangements contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter) and provide compensation and benefits to each Company Employee under the Benefit Plans or Foreign Plans or any other employee benefit plans or other compensation arrangements of the Surviving Corporation or any of its Subsidiaries or (ii) provide compensation and benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) to each Company Employee that, taken as a whole, have a value that is not less favorable in the aggregate than the benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) provided to such Company Employee immediately prior to the Effective Time (“Comparable Plans”) taking into account modifications to such benefits contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter). (c) To the extent that a Benefit Plan or Comparable Plan is made available to any Company Employee on or following the Effective Time, the Surviving Corporation shall cause to be granted to such Company Employee credit for all service with the Company and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate and vesting, but not for benefit accrual. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Benefit Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Benefit Plan in which such Company Employee participates immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Company Employee, the Surviving Corporation shall cause all waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, and the Surviving Corporation shall cause any eligible expenses incurred by such Company 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 the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Parent or the Surviving Corporation to terminate, any Company Employee for any reason or (ii) subject to the limitations and requirements specifically set forth in this Section 6.12, require Parent or the Surviving Corporation to continue any Benefit Plan or Foreign Benefit Plan or prevent the amendment, modification or termination thereof after the Effective Time.

Employment and Benefits Matters. (a) Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Benefit Plans, as applicable, will occur at or prior to the Effective Time, as applicable. (b) For a period of one year following beginning at the Effective TimeTime and ending on the 12-month anniversary of the Effective Time (such period, the “Continuation Period”), the employees of the Company and its Subsidiaries who remain in the employment of Parent, the Surviving Corporation shall either or any of their subsidiaries following the Effective Time (i) maintain for the benefit of the current or former employee of the Company or its Subsidiaries (each, a “Company EmployeeEmployees”)) shall receive compensation and employee benefits that, in the aggregate, are substantially comparable to the employee benefits provided under the Company’s employee benefit plans to such employees in accordance with their terms in effect immediately prior to the Effective Time, ; provided that neither Parent nor the Benefit Plans and Foreign Plans (other than equity based benefits, individual employment agreements and Surviving Corporation nor any plans, programs of their Subsidiaries shall have any obligation to issue or adopt any plans or arrangements providing benefits for the issuance of shares of capital stock, warrants, options, stock appreciation rights or payments upon a change other rights in control) at the benefit levels in effect on the date respect of this Agreement taking any shares of capital stock of any entity or any securities convertible or exchangeable into account modifications in such shares pursuant to any such plans or arrangements; provided further that no plans or arrangements contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter) and provide compensation and benefits to each Company Employee under the Benefit Plans or Foreign Plans or any other employee benefit plans or other compensation arrangements of the Surviving Corporation or any of its Subsidiaries or providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. Following the Continuation Period, the Company Employees shall be entitled to participate in the employee benefit plans maintained by Parent and its Subsidiaries (ii) provide compensation including equity-based and benefits (other than equity based benefits, individual employment agreements and any equity-related plans, programs or arrangements providing benefits or payments upon a change in control) to each Company Employee that, taken the same extent as a whole, have a value that is not less favorable in the aggregate than the benefits (other than equity based benefits, individual employment agreements similarly situated employees of Parent and any plans, programs or arrangements providing benefits or payments upon a change in control) provided to such Company Employee immediately prior to the Effective Time (“Comparable Plans”) taking into account modifications to such benefits contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter)its Subsidiaries. (cb) To the extent that a Benefit Plan any employee benefit plan of Parent or Comparable Plan its Subsidiaries is made available to any Company Employee Employee, on or following the Effective Time, the Surviving Corporation Parent shall cause to be granted to such Company Employee credit for all service with the Company and its Subsidiaries prior to the Effective Time (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) (such service, “Pre-Closing Service”) for purposes of all purposes, including determining eligibility to participate participate, level of benefits, vesting and vesting, but not benefit accruals (other than for benefit accrualaccrual purposes under any employee pension benefit plan (as defined in Section 3(2) of ERISA)); provided, however, that Pre-Closing Service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Benefit Plans and Foreign Plans) (such plans, collectively, the “New Plans”Plans “) to the extent coverage under any such New Plan replaces coverage under a comparable Benefit Plan or Foreign Plan in which such Company Employee participates immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Company Employee, the Surviving Corporation Parent shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, and the Surviving Corporation Parent shall use commercially reasonable means to cause any eligible expenses incurred by such Company 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 the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Without limiting the generality of Sections 6.11(a) and 6.11(b), Parent shall, or shall cause the Surviving Corporation to, maintain the severance plans of the Company and its Subsidiaries pursuant to their material terms as in effect at the Effective Time for a period of one year following the Effective Time and to provide each Company Employee who is employed primarily in the United States or Puerto Rico and whose employment is terminated by Parent, the Surviving Corporation or their Subsidiaries on or prior to the first anniversary of the Effective Time without cause (as determined by Parent or its Subsidiaries) with severance and other separation benefits that are no less favorable in the aggregate than what would be payable to such Company Employee pursuant to the severance plan or policy that was applicable to such Company Employee as of the Effective Time. For purposes of determining the severance and other separation benefits to which a Company Employee shall become entitled pursuant to the preceding sentence, such Company Employee’s service with Parent and its Subsidiaries and all Pre-Closing Service shall be recognized. (d) Without limiting the generality of Section 6.11(a), with respect to the annual performance period in which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, (i) honor and continue in all material respects the cash incentive compensation plans maintained by the Company and its Subsidiaries at the Effective Time (the “Incentive Plans”) pursuant to their respective terms (except as modified by the following clauses (ii) and (iii)) as in effect at the Effective Time with respect to the annual performance period thereunder commencing prior to and ending after the Effective Time, (ii) at the time(s) prescribed by the Incentive Plans as in effect at the Effective Time, make payments to the Company Employees in accordance with the applicable material terms of the Incentive Plans as in effect at the Effective Time (without regard to any plan provision requiring an employee to remain continuously employed until the date that payments under the applicable Incentive Plan are made) and (iii) provide any Company Employee whose employment is terminated by Parent, the Surviving Corporation or their Subsidiaries without cause (as determined by Parent or its Subsidiaries) prior to the time at which such payments are made with an amount in cash equal to such Company Employee’s target annual bonus in effect under the applicable Incentive Plan as of the Effective Time, prorated to reflect the portion of such annual performance period that elapsed prior to such termination. (e) Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Parent or the Surviving Corporation or any of their Subsidiaries to terminate, any Company Employee for any reason or (ii) subject to the limitations and requirements specifically set forth in this Section 6.126.11, require Parent or the Surviving Corporation or any of their Subsidiaries to continue any Benefit Plan or Foreign Benefit New Plan or prevent the amendment, modification or termination thereof after the Effective TimeClosing Date. (f) Parent hereby agrees to take the actions set forth in Section 6.11(f) of the Company Disclosure Letter to the extent applicable.

Employment and Benefits Matters. (a) Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Benefit Plansshall, as applicable, will occur at or prior to the Effective Time, as applicable. (b) For a period of one year following the Effective Time, and shall cause the Surviving Corporation shall either to give those individuals who are employed (i) maintain for the benefit of the current or former employee of on a salaried, full time basis by the Company or its Subsidiaries (each, a “Company Employee”), immediately prior to the Effective Time, the Benefit Plans and Foreign Plans (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) at the benefit levels in effect on the date of this Agreement taking into account modifications in plans or arrangements contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter) and provide compensation and benefits to each Company Employee under the Benefit Plans or Foreign Plans or any other employee benefit plans or other compensation arrangements of the Surviving Corporation or any of its Subsidiaries or (ii) provide compensation on an hourly basis by the Company and benefits not a Subsidiary (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) to each Company Employee that, taken as a whole, have a value that is not less favorable located full time in the aggregate than Littleton, Colorado headquarters office of the benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in controlCompany) provided to such Company Employee immediately prior to the Effective Time Closing (each such employee, an “Comparable PlansAffected Employee”) taking into account modifications to such benefits contemplated prior to the Effective Time full credit for purposes of eligibility, vesting, benefit accrual (which contemplated modifications are set forth on Section 6.12(bexcluding benefit accrual under any defined benefit pension plans) and determination of the Company Disclosure Letter). (c) To level of benefits under any employee benefit plans or arrangements that such employees may be eligible to participate in after the extent that a Benefit Plan or Comparable Plan is made available to any Company Employee on or following the Effective Time, the Surviving Corporation shall cause to be granted to Closing Date for such Company Employee credit for all Affected Employee’s service with the Company and its Subsidiaries or any Subsidiary of the Company to the same extent recognized by the Company or any Subsidiary of the Company immediately prior to the Effective Time Closing Date; provided that the foregoing shall not result in the duplication of benefits for purposes the same period of eligibility to participate and vesting, but not for benefit accrual. In additionservice. (b) Parent shall, and without limiting shall cause the generality of the foregoing: Surviving Corporation to, use commercially reasonable efforts to (i) each Company Employee shall waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be immediately eligible to participateparticipate in after the Closing Date, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (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 Benefit Plans) (such plans, collectively, Closing Date under any welfare plan maintained for the “New Plans”) Affected Employees immediately prior to the extent coverage under any such New Plan replaces coverage under a comparable Benefit Plan in which such Company Employee participates immediately before the Effective Time (such plansClosing Date, collectively, the “Old Plans”); and (ii) provide each Affected Employee with credit for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Company Employee, the Surviving Corporation shall cause all waiting periods, preco-existing condition exclusions payments and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, and the Surviving Corporation shall cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of deductibles paid in the plan year of in which the Old Plan ending on the date such employee’s participation Closing Date occurs in the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum any applicable deductible or out-of-pocket requirements applicable under any welfare plans in which employees are eligible to participate after the Closing Date. (c) For a period of six (6) months following the Closing Date, the compensation (including base compensation, incentive compensation opportunities, but excluding, for the avoidance of doubt, any retention or severance payments) provided to Affected Employees (other than any Affected Employee subject to any employment agreement, “bonus buy in” agreement or similar such agreement) who continue to be employed by the Company , the Surviving Corporation or any Subsidiary of the Surviving Corporation pursuant to employee benefit plans or arrangements maintained by Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation shall be no less favorable than that provided to such employees immediately prior to the Closing Date. Following the Closing Date, the benefits provided to Affected Employees pursuant to employee welfare benefit plans (as defined in Section 3(1) of ERISA) shall be, in the aggregate, no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries (excluding the Surviving Corporation and its Subsidiaries) following the Closing Date. Following the Closing Date, hourly employees of the Company Employee and his other than Affected Employees shall be entitled to receive health benefits under the TransAmerica American Worker Plan currently provided by the Company or her covered dependents for the applicable any substitute or comparable plan year as if such amounts had been paid in accordance with such New Planoffered to hourly employees of Parent. (d) Notwithstanding anything Following the Closing Date, Parent shall honor any written severance agreements with individuals in this Agreement to place as of the contrary, no provision date of this Agreement shall be deemed and disclosed to Parent pursuant to Section 4.10 of the Company Schedule Disclosure. (ie) guarantee employment for any period Parent and the Company agree that, in order to most effectively compensate and retain certain directors and officers of time forthe Company in connection with the Merger, or preclude the ability of Parent or the Surviving Corporation both prior to terminate, any Company Employee for any reason or (ii) subject to the limitations and requirements specifically set forth in this Section 6.12, require Parent or the Surviving Corporation to continue any Benefit Plan or Foreign Benefit Plan or prevent the amendment, modification or termination thereof after the Effective Time., it is desirable that the directors and officers of the Company not be subject to a risk of liability under Section 16(b) of the Exchange Act, and for that compensatory and retentive purpose agree to the provisions of this Section 6.12

Employment and Benefits Matters. (a) Parent hereby acknowledges that a “change of control” For the period commencing at the Effective Time and ending twelve (or similar phrase12) within the meaning of the Benefit Plans, as applicable, will occur at or prior to months after the Effective Time, as applicable. (b) For a period of one year following the Effective Time, Buyer shall cause the Surviving Corporation shall either Company to maintain (i) maintain base salary and annual incentive opportunities (other than equity-based incentives), for the benefit of the current or former employee employees of the Company or its Subsidiaries who remain employed after the Effective Time (each, a the “Company EmployeeEmployees”), at levels that are substantially comparable in the aggregate to those in effect for the Company Employees immediately prior to the Effective Time, the Benefit Plans and Foreign Plans (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) at the benefit levels in effect on the date of this Agreement taking into account modifications in plans or arrangements contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter) and provide compensation and benefits to each Company Employee under the Benefit Plans or Foreign Plans or any other employee benefit plans or other compensation arrangements of the Surviving Corporation or any of its Subsidiaries or (ii) provide compensation health and welfare benefits, retirement benefits and other employee benefits (other than equity equity-based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in controlincentives) to each Company Employee that, taken as a whole, have a value that is not less favorable are substantially comparable in the aggregate than the benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) to those provided to such similarly situated employees of Buyer and its Affiliates; provided, that to the extent that a Company Employee continues to participate in an Employee Plan following the Effective Time, such continued participation on terms substantially comparable to those offered immediately prior to the Effective Time will be deemed to satisfy the requirements of clause (“Comparable Plans”ii) taking into account modifications of this Section 4.9(a). Buyer will treat, and cause the applicable benefit plans to such benefits contemplated treat, the service of the Company Employees with the Company attributable to any period before the Effective Time as service rendered to Buyer or any of its Subsidiaries for purposes of eligibility and vesting under Buyer’s vacation program, health or welfare plan(s) maintained by Buyer and Buyer’s defined contribution plans, except, in each case, where credit would result in duplication of benefits. Without limiting the foregoing, to the extent that any Company Employee participates in any health or other group welfare benefit plan of Buyer following the Effective Time, Buyer shall use reasonable best efforts to cause (A) any pre-existing condition limitation, eligibility waiting period or required physical examination under any health or similar welfare plan of Buyer to be waived with respect to the Company Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Company Employee participated immediately prior to the Effective Time Time, and (which contemplated modifications are set forth on Section 6.12(bB) any deductible paid by the Company Employee under any of the Company’s health plans in the plan year in which the Effective Time occurs to be credited towards deductibles under the health plans of Buyer or any of its Subsidiaries. (b) To the extent requested by Buyer in writing no later than fifteen (15) days prior to the anticipated Closing Date, the Company Disclosure Letter)shall, prior to the Closing Date, take such corporate action as is necessary to cause the Paragon Bioservices, Inc. 401(k) Plan (the “Company 401(k) Plan”) to be terminated effective immediately prior to the Closing, subject to the consummation of the transactions contemplated by this Agreement, and, in connection therewith, Buyer or its Affiliates, as applicable, shall take all steps reasonably necessary to permit each Company Employee who was participating in the Company 401(k) Plan immediately prior to the Closing to begin participating in a 401(k) plan maintained by Buyer or one of its Affiliates, subject to the eligibility requirements applicable to similarly situated employees of Buyer and its Affiliates as of the Closing. (c) To the extent that a Benefit Plan or Comparable Plan is made available to Nothing in this Agreement shall confer upon any Company Employee on any right to continue in the employ or following service of Buyer or any of its Affiliates, or shall interfere with or restrict in any way the Effective Timerights of Buyer, which rights are hereby expressly reserved, to discharge or terminate the Surviving Corporation shall cause to be granted to such services of any Company Employee credit at any time for all service any reason whatsoever, with the Company and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate and vesting, but not for benefit accrualor without cause. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without Notwithstanding any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Benefit Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Benefit Plan in which such Company Employee participates immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Company Employee, the Surviving Corporation shall cause all waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, and the Surviving Corporation shall cause any eligible expenses incurred by such Company 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 the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Notwithstanding anything provision in this Agreement to the contrary, no provision of nothing in this Agreement Section 4.9 shall be deemed to (i) guarantee employment for be deemed or construed to be an amendment or other modification of any period of time forEmployee Plan or Buyer employee benefit plan, or preclude the ability of Parent or the Surviving Corporation to terminate, any Company Employee for any reason or (ii) subject to create any third-party right in any current or former employee, director or other service provider of Buyer, the limitations and requirements specifically set forth in this Section 6.12, require Parent Company or the Surviving Corporation to continue any Benefit Plan of their respective Affiliates (or Foreign Benefit Plan any beneficiary or prevent the amendment, modification or termination thereof after the Effective Timedependent thereof).

Employment and Benefits Matters. (a) Parent hereby acknowledges that a “"change of control” " (or similar phrase) within the meaning of the Benefit Plans, as applicable, will occur at or prior to the Effective Time, as applicable. (b) For a period of one year following the Effective Time, the Surviving Corporation shall either (i) maintain for the benefit of the current or former employee of the Company or its Subsidiaries (each, a “"Company Employee”"), immediately prior to the Effective Time, the Benefit Plans and Foreign Plans (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) at the benefit levels in effect on the date of this Agreement taking into account modifications in plans or arrangements contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter) and provide compensation and benefits to each Company Employee under the Benefit Plans or Foreign Plans or any other employee benefit plans or other compensation arrangements of the Surviving Corporation or any of its Subsidiaries or (ii) provide compensation and benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) to each Company Employee that, taken as a whole, have a value that is not less favorable in the aggregate than the benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) provided to such Company Employee immediately prior to the Effective Time (“"Comparable Plans”") taking into account modifications to such benefits contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter). (c) To the extent that a Benefit Plan or Comparable Plan is made available to any Company Employee on or following the Effective Time, the Surviving Corporation shall cause to be granted to such Company Employee credit for all service with the Company and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate and vesting, but not for benefit accrual. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Benefit Plans) (such plans, collectively, the “"New Plans”") to the extent coverage under any such New Plan replaces coverage under a comparable Benefit Plan in which such Company Employee participates immediately before the Effective Time (such plans, collectively, the “"Old Plans”"); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Company Employee, the Surviving Corporation shall cause all waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, and the Surviving Corporation shall cause any eligible expenses incurred by such Company 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 's participation in the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Parent or the Surviving Corporation to terminate, any Company Employee for any reason or (ii) subject to the limitations and requirements specifically set forth in this Section 6.12, require Parent or the Surviving Corporation to continue any Benefit Plan or Foreign Benefit Plan or prevent the amendment, modification or termination thereof after the Effective Time.

Employment and Benefits Matters. (a) Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Benefit Plans, as applicable, will occur at or prior to the Effective Time, as applicable. (b) For a period of one year following beginning at the Effective TimeTime and ending on the 12-month anniversary of the Effective Time (such period, the "Continuation Period"), the employees of the Company and its Subsidiaries who remain in the employment of Parent, the Surviving Corporation or any of their subsidiaries following the Effective Time (the "Company Employees") shall either (i) maintain for receive compensation and employee benefits that, in the aggregate, are substantially comparable to the employee benefits provided under the Company's employee benefit of the current or former employee of the Company or its Subsidiaries (each, a “Company Employee”), plans to such employees in accordance with their terms in effect immediately prior to the Effective Time, ; provided that neither Parent nor the Benefit Plans and Foreign Plans (other than equity based benefits, individual employment agreements and Surviving Corporation nor any plans, programs of their Subsidiaries shall have any obligation to issue or adopt any plans or arrangements providing benefits for the issuance of shares of capital stock, warrants, options, stock appreciation rights or payments upon a change other rights in control) at the benefit levels in effect on the date respect of this Agreement taking any shares of capital stock of any entity or any securities convertible or exchangeable into account modifications in such shares pursuant to any such plans or arrangements; provided further that no plans or arrangements contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter) and provide compensation and benefits to each Company Employee under the Benefit Plans or Foreign Plans or any other employee benefit plans or other compensation arrangements of the Surviving Corporation or any of its Subsidiaries or providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. Following the Continuation Period, the Company Employees shall be entitled to participate in the employee benefit plans maintained by Parent and its Subsidiaries (ii) provide compensation including equity-based and benefits (other than equity based benefits, individual employment agreements and any equity-related plans, programs or arrangements providing benefits or payments upon a change in control) to each Company Employee that, taken the same extent as a whole, have a value that is not less favorable in the aggregate than the benefits (other than equity based benefits, individual employment agreements similarly situated employees of Parent and any plans, programs or arrangements providing benefits or payments upon a change in control) provided to such Company Employee immediately prior to the Effective Time (“Comparable Plans”) taking into account modifications to such benefits contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter)its Subsidiaries. (cb) To the extent that a Benefit Plan any employee benefit plan of Parent or Comparable Plan its Subsidiaries is made available to any Company Employee Employee, on or following the Effective Time, the Surviving Corporation Parent shall cause to be granted to such Company Employee credit for all service with the Company and its Subsidiaries prior to the Effective Time (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) (such service, "Pre-Closing Service") for purposes of all purposes, including determining eligibility to participate participate, level of benefits, vesting and vesting, but not benefit accruals (other than for benefit accrualaccrual purposes under any employee pension benefit plan (as defined in Section 3(2) of ERISA)); provided, however, that Pre-Closing Service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Benefit Plans and Foreign Plans) (such plans, collectively, the “"New Plans”Plans ") to the extent coverage under any such New Plan replaces coverage under a comparable Benefit Plan or Foreign Plan in which such Company Employee participates immediately before the Effective Time (such plans, collectively, the “"Old Plans”"); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Company Employee, the Surviving Corporation Parent shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, and the Surviving Corporation Parent shall use commercially reasonable means to cause any eligible expenses incurred by such Company 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 's participation in the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Without limiting the generality of Sections 6.11(a) and 6.11(b), Parent shall, or shall cause the Surviving Corporation to, maintain the severance plans of the Company and its Subsidiaries pursuant to their material terms as in effect at the Effective Time for a period of one year following the Effective Time and to provide each Company Employee who is employed primarily in the United States or Puerto Rico and whose employment is terminated by Parent, the Surviving Corporation or their Subsidiaries on or prior to the first anniversary of the Effective Time without cause (as determined by Parent or its Subsidiaries) with severance and other separation benefits that are no less favorable in the aggregate than what would be payable to such Company Employee pursuant to the severance plan or policy that was applicable to such Company Employee as of the Effective Time. For purposes of determining the severance and other separation benefits to which a Company Employee shall become entitled pursuant to the preceding sentence, such Company Employee's service with Parent and its Subsidiaries and all Pre-Closing Service shall be recognized. (d) Without limiting the generality of Section 6.11(a), with respect to the annual performance period in which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, (i) honor and continue in all material respects the cash incentive compensation plans maintained by the Company and its Subsidiaries at the Effective Time (the "Incentive Plans") pursuant to their respective terms (except as modified by the following clauses (ii) and (iii)) as in effect at the Effective Time with respect to the annual performance period thereunder commencing prior to and ending after the Effective Time, (ii) at the time(s) prescribed by the Incentive Plans as in effect at the Effective Time, make payments to the Company Employees in accordance with the applicable material terms of the Incentive Plans as in effect at the Effective Time (without regard to any plan provision requiring an employee to remain continuously employed until the date that payments under the applicable Incentive Plan are made) and (iii) provide any Company Employee whose employment is terminated by Parent, the Surviving Corporation or their Subsidiaries without cause (as determined by Parent or its Subsidiaries) prior to the time at which such payments are made with an amount in cash equal to such Company Employee's target annual bonus in effect under the applicable Incentive Plan as of the Effective Time, prorated to reflect the portion of such annual performance period that elapsed prior to such termination. (e) Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Parent or the Surviving Corporation or any of their Subsidiaries to terminate, any Company Employee for any reason or (ii) subject to the limitations and requirements specifically set forth in this Section 6.126.11, require Parent or the Surviving Corporation or any of their Subsidiaries to continue any Benefit Plan or Foreign Benefit New Plan or prevent the amendment, modification or termination thereof after the Effective TimeClosing Date. (f) Parent hereby agrees to take the actions set forth in Section 6.11(f) of the Company Disclosure Letter to the extent applicable.