Common use of New Plans Clause in Contracts

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amounts, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participateparticipate and vesting and, vesting and solely for purposes of future vacation accrual accruing paid time off and determining severance amountsentitlement, benefit accruals, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”)) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medicalhealth or welfare benefits, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will and its Subsidiaries shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents to the extent such Continuing Employee periods, exclusions and his requirements were waived or her covered dependents, satisfied under the corresponding Old Plan; and (yiii) for purposes of each New Plan providing health benefits, the Surviving Corporation will and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, with such accrued time to be used in accordance with the applicable paid time off program of the Surviving Corporation and its Subsidiaries.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date hereof).

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement but not for purposes of any Excluded Benefits), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) Parent will, or will cause the Surviving Corporation will or any Subsidiaries of Parent to, use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extent they were waived under corresponding Old Plans, and (y) Parent will, or will cause the Surviving Corporation will or any Subsidiaries of Parent to, use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, co-pay, offsets offset and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) use commercially reasonable efforts to credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amountsaccrual, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits, or benefitscompensation, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable best efforts to ensure that that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee group welfare benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such group welfare benefit plans (the “New Plan”) replaces coverage previously provided under a comparable group welfare Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, the “Old Plans”)Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amounts, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for equity or equity-based defined benefit pension, deferred compensation or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Employee Plans in effect as of the date hereof).

New Plans. To the extent that a new employee benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each a “New Plan”), the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, where applicable, and without limiting the generality of the foregoing, the Surviving Corporation shall and its Subsidiaries will use commercially reasonable efforts to ensure that that: (i) at the Effective Time, each Continuing Employee will shall be immediately eligible to participate, without any waiting periodtime, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries each New Plan to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided waiting time was satisfied under a similar or comparable Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, collectively, the “Old Plans”); and , (ii) during at the plan year in which the Closing Date occursEffective Time, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements exclusions or limitations and actively-at-work or similar requirements of such each New Plan that is a health plan to be waived or satisfied for such Continuing Employee and his or her covered dependents, dependents to the extent waived or satisfied under the analogous Old Plan as of the Effective Time and (yiii) at the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause any the Surviving Corporation and its Subsidiaries to) cause all eligible expenses incurred by such each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amounts, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Employee Plans in effect as of the date hereof).

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) use commercially reasonable efforts to cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual accrual, incentive compensation, and determining severance amountsentitlement or termination pay) to the same extent and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Employee Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, in each case, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and any defined benefit plan or frozen benefit plan of Parent or (iii) no service shall be required to be credited with respect or vesting or other benefits under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsequity incentive plan. In addition, and without limiting the generality of the foregoing, Parent will or will cause the Surviving Corporation shall and its Subsidiaries to use commercially reasonable efforts to ensure provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee corresponding Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents, to the extent such conditions were inapplicable or waived under the comparable Employee Plan in which such Continuing Employee and his or her covered dependents, participated immediately prior to the Effective Time; and (yiii) the Surviving Corporation will cause for any year in which such Continuing Employee is moved to a New Plan, for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins, if such participation begins in the year in which the Effective Time occurs, to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will otherwise be subject to the terms of such vacation and/or paid time off policies as determined by Parent and its Affiliates from time to time (but in no event subject to forfeiture).

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, participate and vesting and where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such period of service was credited under an analogous Employee Planwhere prior service credit is not awarded to similarly situated employees, and (iii) no service shall be required to be credited or under any plan that provides for equity-based, defined benefit pensionbenefit, or post-employment or retiree welfare benefitsbenefits or compensation). In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee corresponding Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”)) to the extent the Continuing Employee had previously satisfied the requirements to participate in such comparable Old Plan; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will and its Subsidiaries shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the extent waived or satisfied under any comparable Old Plan, and (y) the Surviving Corporation will and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) the Surviving Corporation and its Subsidiaries shall credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of any such Continuing Employee under an Old Plan that was a flexible spending plan.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and (other than vesting of future equity awards), for purposes of future vacation accrual under the Company’s current plan and for purposes of determining severance amountspay entitlement, to the same extent that such service was recognized for similar purposes under the Company Benefit Plans, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service and shall only be credited to not include the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsExcluded Arrangements. In addition, and without limiting the generality of the foregoing, Parent and the Surviving Corporation shall will use commercially reasonable efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents (to the same extent such conditions, limitations or requirements were met or otherwise not applicable to such Continuing Employee under the Old Plans as of the Effective Time), and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents under an Old Plan providing group health benefits during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, co-pay, offsets offset and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee if participation under a New Plan flexible spending account plan occurs mid-year. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time.

New Plans. To If, following the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeClosing Date, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amounts, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately Employees become eligible to participate, without any waiting period, participate in any and all employee benefit plans sponsored by the Surviving Corporation plans, programs and its Subsidiaries to the extent arrangements that coverage pursuant to are not MLP Benefit Plans (any such plans (the new plan, a “New Plan”) replaces coverage previously provided under a comparable Employee or in any MLP Benefit Plan in which such Continuing Employee participates immediately before did not participate prior to the Effective Time (Closing Date, Parent shall credit each such plans, Employee for the “Old Plans”); and (ii) during the plan year in which service that such Employee performed for an MLP Entity or one of its Subsidiaries prior to the Closing Date occursfor benefits eligibility purposes (including vacation and paid time off), for severance determination purposes of each New Plan providing medicaland, dental, pharmaceutical or vision benefits except with respect to any Continuing Employeeequity compensation plan and programs, vesting purposes, but not for benefit accrual purposes, and only to the extent that such service was credited by an MLP Entity or one of its Subsidiaries under the corresponding MLP Benefit Plan as of the Closing Date. With respect to any New Plan, Parent shall (xi) the Surviving Corporation will cause waive all waiting periods, pre-existing condition conditions, exclusions, evidence of insurability requirements and actively-at-work or similar requirements, waiting periods and any other eligibility requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents to the extent they were inapplicable to, or were satisfied under, the applicable MLP Benefit Plans and (ii) cause any expenses incurred by any Employee of any MLP Entity or its Subsidiaries and his or her covered dependents pursuant to any MLP Benefit Plan during the portion of the plan year of such MLP Benefit Plan ending on the Closing Date date such Employee’s participation in the corresponding New Plan begins, to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year under the New Plan as if such amounts had been paid in accordance with such the New Plan, to the extent such amounts had been taken into account under the applicable MLP Benefit Plan.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , use commercially reasonable efforts to cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits for purposes of future vacation accrual and determining severance amountspay entitlement, but not including for any purposes of any Excluded Benefits, to the same extent such service was credited under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately prior to the date hereof, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited benefits or could apply to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitspension plans. In addition, and without limiting the generality of the foregoing, Parent will, or will cause the Surviving Corporation shall or any other Subsidiary of Parent to, use commercially reasonable efforts to ensure that provide that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Excluded Benefits) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) to the Surviving Corporation will same extent waived under the corresponding Company Benefit Plan, and, during the plan year in which the Closing occurs, cause any eligible expenses incurred paid by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, other than with respect to the New Plans listed on Section 6.9(d) of the Company Disclosure Letter, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but excluding for purposes of benefit accruals under any defined benefit pension plan or post-employment welfare plan), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent waived under the corresponding Old Plan, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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, to the extent credited under the corresponding Old Plan; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time in accordance with the Company’s vacation or paid time off policies in effect immediately prior to the Effective Time.

New Plans. To the extent that a benefit plan of Parent is made available With respect to any Continuing Employee at employee benefit or after the Effective Timecompensation plans sponsored or maintained by Parent or its Subsidiaries, including the Surviving Corporation and (the “New Plans”), Parent shall (or Parent shall cause its Subsidiaries will (and Parent will cause Subsidiaries, including the Surviving Corporation and its Subsidiaries to) use commercially reasonable efforts to cause each Continuing Employee to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation or paid time-off accrual and determining severance amountspay entitlement) to the same extent that service was credited under comparable Employee Plans prior to the Closing, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent shall (or Parent shall cause its Subsidiaries, including the Surviving Corporation shall to) use commercially reasonable efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plan to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extents such requirements were waived or satisfied under the comparable Old Plan, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a For purposes of vesting (other than vesting of future equity awards), eligibility to participate, benefit plan levels and future vacation accruals under any employee benefit plans of Parent is made available to and its Subsidiaries (exclusive of the Company) in which any Continuing Employee at becomes eligible to participate on or after the Effective TimeClosing Date (the “New Plans”), other than the Surviving Corporation and its Subsidiaries will (and Excluded Benefits, Parent will shall, or shall cause the Surviving Corporation and any of its Subsidiaries to) cause to be granted to such , provide each Continuing Employee with credit for all such employee’s years of service with the Company Group prior to and any respective predecessors before the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amounts, except Closing Date; provided that (i) such the foregoing service need credit shall not be credited required to apply (x) to the extent that it its application would result in a duplication of coverage or benefits, (ii) such service shall only be credited benefits with respect to the same extent and for the same purpose as such period of service was credited under an analogous Employee Plan, and or (iiiy) no service shall be required with respect to be credited under any plan that provides for defined benefit pension, or post-employment pension plan or retiree welfare medical benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that : (i) Parent shall, or shall cause the Company or any of its Subsidiaries to cause each Continuing Employee will to be immediately eligible to participate, without any waiting periodtime, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plansPlans providing medical, the “Old Plans”)dental, pharmaceutical or vision benefits; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing EmployeeEmployee during the plan year in which the Closing Date occurs, (x) Parent shall or shall cause the Surviving Corporation will or any of its Subsidiaries to use commercially reasonable efforts to, (1) cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements exclusions and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, dependents and (y2) the Surviving Corporation will cause any eligible expenses incurred by such any Continuing Employee and his or her covered dependents during the portion of the plan year ending on during which the Closing Date occurs to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all corresponding deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year in which the Closing Date occurs as if such amounts had been paid in accordance with such New Plan.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date of this Agreement).

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amounts, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits, or benefitscompensation, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable best efforts to ensure that that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee group welfare benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such group welfare benefit plans (the “New Plan”) replaces coverage previously provided under a comparable group welfare Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a an employee benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but not including for any purpose under equity or equity-based benefit or compensation arrangements) to the same extent and for the same purpose as such service was credited to such person under the corresponding Employee Plan as of the Effective Time, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Employee Plans) (such plans, collectively, the “New Plans”) to the extent that coverage pursuant to any such plans (New Plan replaces at the “New Plan”) replaces Effective Time coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employee, (x) the Surviving Corporation will use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extent waived under the corresponding Old Plan, and (y) the Surviving Corporation will use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all the applicable deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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 to the same extent as such amounts were credited for the same purpose under the corresponding Old Plan; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Employee Plans in effect as of the Agreement Date).

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plan, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) use cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation and other time off accrual and determining severance amountsentitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, (i) the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employeebenefits, (x) the Surviving Corporation will and its Subsidiaries shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents; (iii) for purposes of each New Plan providing medical, and (y) dental, pharmaceutical, or vision benefits, the Surviving Corporation will and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and ​ maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) the Surviving Corporation and its Subsidiaries shall credit the accounts of the Continuing Employees pursuant to any New Plan that is a flexible spending account plan with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and shall not limit future accruals.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plan, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for which credit was provided by the Company prior to the Effective Time for purposes of eligibility to participate, vesting vesting, entitlement to benefits, vacation and for purposes of future vacation accrual other time off accrual, equity or equity-based incentive compensation and determining severance amountsentitlement or termination pay, except that (i) such service need not be credited to the extent that it such credit would result in duplication of coverage benefits or benefits, (ii) such service shall only be credited to the same extent and funding thereof for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, (i) the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to ensure that (i) cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (New Plan replaces the “New Plan”) replaces Continuing Employee’s coverage previously provided under pursuant to a comparable corresponding Employee Plan in which (each such Continuing Employee participates immediately before the Effective Time (such plansplan, the an “Old PlansPlan”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medicalhealth and welfare benefits, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will and its Subsidiaries shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents; (iii) for purposes of each New Plan providing health and welfare benefits, and (y) the Surviving Corporation will cause and its Subsidiaries shall use commercially reasonable efforts to recognize or credit, in the manner determined by Parent in its discretion, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the corresponding Old Plan ending on the Closing Date date that Continuing Employees’ participation in the New Plan begins; and (iv) the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to be given full credit the accounts of the Continuing Employees pursuant to such any New Plan for purposes that is a flexible spending account plan with any unused balances in the account of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee and his or her covered dependents for following the applicable plan year as if such amounts had been paid in accordance with such New PlanEffective Time.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Company Merger Effective Time, the Surviving Corporation Entities and its their respective Subsidiaries will (and the Parent Entities will cause the Surviving Corporation Entities and its their respective Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Company Merger Effective Time for purposes of eligibility to participate, vesting and (for purposes vacation and severance benefits only) entitlement to benefits where length of future vacation accrual and determining severance amountsservice is relevant, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Company Plan, and (iii) no service shall be required to be credited under any plan Comparable Plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-employment termination or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation Entities shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Entities and its their respective Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Company Merger Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation Entities will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation Entities will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Company Merger Effective Time will be credited to such Continuing Employee following the Company Merger Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date hereof).

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant, and to the same extent and for the same purpose as such Company Employee was entitled under the Company Benefits Plans as of immediately prior to the Effective Time (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need shall not be credited with respect to any defined benefit pension benefits or to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) Parent will, or will cause the Surviving Corporation will cause or any Subsidiaries of Parent to, use reasonable best efforts to cause, all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) Parent will, or will cause the Surviving Corporation will or any Subsidiaries of Parent to, use reasonable best efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, co-pay, offsets offset and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) Parent will, or will cause the Surviving Corporation or any Subsidiaries of Parent to, credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will use commercially reasonable efforts to, or cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual but excluding equity-based benefits, and determining post-employment welfare benefits) (it being understood that it shall not be deemed to be commercially unreasonable for Parent to, or to cause the Surviving Corporation to, provide credit for all such services for purposes of the severance amountsas contemplated in Section 6.9(b) of this Agreement and the Company Disclosure Letter), except in each case that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall Parent will use commercially reasonable efforts to, or to ensure that cause the Surviving Corporation or any Subsidiaries of Parent to (i) cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (yiii) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, co-pay, offsets offset and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

New Plans. To the extent that a benefit plan of Parent Company Plan (which is not an Employee Plan and which does not provide retiree welfare benefits and long-term incentive compensation (including equity incentive awards)) is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement), except that (i) such service need shall not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such period of service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited or for purposes of benefit accruals under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitspension plan. In addition, and without limiting the generality of the foregoing, the Surviving Corporation Parent shall use commercially reasonable best efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting periodperiod (to the extent such waiting periods were satisfied under the corresponding Employee Plans), in any and all employee benefit plans sponsored by Company Plans (such plans, the Surviving Corporation and its Subsidiaries “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”)Plan; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will and its Subsidiaries shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents (in each case, to the extent such waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements were satisfied under the corresponding Employee Plans), and (y) Parent shall cause the Surviving Corporation will and its Subsidiaries to use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the corresponding Employee Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but not including for any purpose under equity or equity-based benefit or compensation arrangements) to the same extent and for the same purpose as such service was credited to such person under the corresponding Employee Plan as of the Effective Time, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (New Plan replaces at the “New Plan”) replaces Effective Time coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employee, (x) the Surviving Corporation will use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extent waived under the corresponding Old Plan, and (y) the Surviving Corporation will use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all the applicable deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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 to the same extent as such amounts were credited for the same purpose under the corresponding Old Plan; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date hereof).

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement or termination pay), except that (ix) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such period of service was credited under an analogous Employee Plan, and or (iiiy) no service shall be required to be credited under for purposes of any defined benefit pension benefits or plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the Surviving Corporation shall and its Subsidiaries to (i) use commercially reasonable efforts to ensure that (i) cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits use commercially reasonable efforts to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents to the extent such conditions were inapplicable, met or waived under the comparable Employee Plan in which such Continuing Employee and his participated immediately prior to the Effective Time; (iii) for purposes of each New Plan providing medical, dental, pharmaceutical, or her covered dependents, and (y) the Surviving Corporation will vision benefits to use commercially reasonable efforts to cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begin to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) to credit the accounts of the Continuing Employees pursuant to any New Plan that is a flexible spending account plan with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time and will not be subject to accrual limits or other forfeiture but shall otherwise be subject to the terms of such applicable vacation or paid time off policies as determined by Parent and its Affiliates from time to time.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participateeligibility, participation, vesting and for purposes level of future vacation accrual and determining severance amountsbenefits, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits or benefits, compensation and (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment pension or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee group welfare benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such group welfare benefit plans (the “New Plan”) replaces coverage previously provided under a comparable group welfare Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, the “Old Plans”)Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will use commercially reasonable efforts to cause all waiting periods, pre-existing preexisting condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries and their respective predecessors prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but excluding for purposes of benefit accruals under any defined benefit pension plan or post-employment welfare plan), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent waived under the corresponding Old Plan, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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, to the extent credited under the corresponding Old Plan; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time in accordance with the Company’s vacation or paid time off policies in effect immediately prior to the Effective Time.

New Plans. To For all purposes under the extent that a employee benefit plan plans of Parent is made available and Merger Subsidiary and their affiliates providing benefits to any Continuing Employee at or Affected Employees after the Effective TimeTime (the "NEW PLANS"), the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing each Affected Employee shall receive credit for all his or her service with the Company, the Company Group prior to Subsidiaries and their affiliates before the Effective Time for purposes of eligibility to participateeligibility, vesting and for purposes benefit accrual (other than benefit accrual under a New Plan that is a defined benefit plan, as defined in Section 3(35) of future vacation accrual and determining severance amounts, except that (iERISA) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such Affected Employee was entitled, before the Effective Time, to credit for such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, similar or post-employment or retiree welfare benefitscomparable Company Benefit Plan. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that : (i) At and after the Effective Time, each Continuing Affected Employee will immediately shall be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any under such plans (the “New Plan”) Plan replaces coverage previously provided under a similar or comparable Employee Company Benefit Plan in which such Continuing Affected Employee participates participated immediately before the Effective Time (such plans, collectively, the “Old Plans”"OLD PLANS"); and and (ii) during the plan year in which the Closing Date occurs, for For purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Affected Employee, (x) the Surviving Corporation will Parent and Merger Subsidiary shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements limitations and exclusions and all actively-at-work or similar requirements of such New Plan to be waived for such Continuing Affected Employee and his or her covered dependentsdependents (but only to the extent that such limitations, exclusions and requirements would have been waived (or inapplicable) under the comparable Old Plans), and (y) the Surviving Corporation will Parent and Merger Subsidiary shall cause any eligible expenses incurred by such Continuing Employee employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date such employee's participation in the corresponding New Plan begins to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents dependants for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, the Surviving Corporation a “New Plan”), Parent and its Subsidiaries will (including the Surviving Corporation) shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual accrual, and determining severance amountsentitlement or termination pay), except that (i) such service need not be credited to the extent that it would result in duplication of coverage compensation or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such period of service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under or for purposes of any plan that provides for defined benefit pension, or post-employment pension plan or retiree welfare medical benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the Surviving Corporation shall and its Subsidiaries to use commercially reasonable efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents to the extent such conditions were inapplicable, met or waived under the comparable Employee Plan in which such Continuing Employee and his participated immediately prior to the Effective Time; (iii) for purposes of each New Plan providing medical, dental, pharmaceutical, or her covered dependentsvision benefits, and (y) the Surviving Corporation will and its Subsidiaries shall cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to under such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) the Surviving Corporation and its Subsidiaries shall credit the accounts of the Continuing Employees under any New Plan that is a flexible spending account plan with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be forfeited on account of accrual limits or other forfeiture.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the The Surviving Corporation and its Subsidiaries will (and Parent will use reasonable best efforts to cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such each Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vesting, vacation accrual and determining severance amountspay entitlement under the employee benefit plans of Parent or its Subsidiaries (other than equity-based plans, the “New Plans”) in which such Continuing Employee is eligible to participate following the Effective Time, to the same extent such service was recognized under the corresponding Employee Plan prior to the Effective Time, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and compensation or benefits or for the same any purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or postequity-employment or retiree welfare benefitsbased incentive plan. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (New Plan replaces in the “New Plan”) replaces plan year in which the Closing occurs coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”)) and to the extent that the applicable waiting period under the Old Plan had been satisfied or waived at or before the Effective Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing EmployeeEmployee in the plan year in which the Closing occurs, (x) the Surviving Corporation Parent will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extent such waiting periods, exclusions, and (y) requirements were waived under the Surviving Corporation corresponding Old Plan, and Parent will cause cause, for the plan year in which the Closing occurs, any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan in which the Effective Time occurs and ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year in which the Closing occurs as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture (except to the extent that such limits or forfeitures applied under the Employee Plans in effect as of the date of this Agreement).

New Plans. To the extent that a With respect to each health or welfare benefit plan of Parent is made available by the Parent to any Continuing Employee at or after the Effective TimeTime (each, a “Parent Plan”), the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and the Company Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited benefits or with respect to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitspension plan. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Parent Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) the Surviving Corporation will use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Parent Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the comparable Company Benefit Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding Parent Plan begins to be given full credit pursuant to such New Parent Plan for purposes of satisfying all deductible, coinsurance, co-paypayments, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Parent Plan.

New Plans. To With respect to the extent employee benefit plans maintained by Parent and its Subsidiaries that a benefit plan of Parent is made available are offered to any the Continuing Employee at or Employees after the Effective TimeTime (including any Employee Plans) (the “New Plans”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and any predecessor employer prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation vacation, sick time or paid time off accrual and determining severance amountspay entitlement) to the same extent as such Continuing Employee was entitled, except before the Effective Time, to credit for such service under any similar Employee Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided, however, that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation Parent shall use commercially its reasonable best efforts to ensure that (i) cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Acceptance Time and/or immediately before the Effective Time (such plans, the “Old Plans”)Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, ; and (yiii) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Employee Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time, and shall not be subject to accrual limits or other forfeiture and shall not limit future accruals.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will (shall, and Parent will shall cause the Surviving Corporation and its Subsidiaries to) , cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsdeterminations), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, Parent will or will cause the Surviving Corporation shall and its Subsidiaries to use commercially reasonable efforts to ensure provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents to the extent such conditions were inapplicable, met or waived under the comparable Employee Plan in which such Continuing Employee and his or her covered dependents, participated immediately prior to the Effective Time; and (yiii) the Surviving Corporation will cause for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins, if such participation begins in the year in which the Effective Time occurs, to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will otherwise be subject to the terms of such vacation and/or paid time off policies as determined by Parent and its Affiliates from time to time (but in no event subject to forfeiture).

New Plans. To the extent that a an Employee Plan or any employee benefit plan of Parent sponsored by the Surviving Corporation and its Subsidiaries (such plans, collectively, the “New Plans”) is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous period of service, for purposes of any defined benefit pension plan, for purposes of any Employee Plan, and (iii) no service shall be required to be credited under any Plan or employee benefit plan that is a frozen plan or provides for defined benefit pensiongrandfathered benefits, or post-employment or retiree welfare benefitsfor purposes of any equity incentive awards granted by ▇▇▇▇▇▇. In addition, and without limiting the generality of the foregoing, Parent shall (or shall cause the Surviving Corporation shall and its Subsidiaries to) use commercially its reasonable best efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such each New Plan providing life insurance, medical, dental, pharmaceutical, vision or disability benefits to any Continuing Employee to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, other than any such plans or programs providing for Excluded Benefits (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will (shall, and Parent will shall cause the Surviving Corporation and its Subsidiaries to) , cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and (for purposes of future vacation accrual and determining severance amounts, except that (ibenefits only) such service need not be credited entitlement to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited benefits to the same extent and for the same purpose as such service was credited under an the analogous Employee PlanPlan prior to the Effective Time, and (iii) no service shall be required except to be credited under any plan the extent that provides it would result in duplication of coverage or benefits for defined benefit pension, or post-employment or retiree welfare benefitsthe same period of service. In addition, and without limiting the generality of the foregoing, during the plan year in which the Effective Time occurs, Parent will or will cause the Surviving Corporation shall and its Subsidiaries to use commercially reasonable efforts to ensure provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing group medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employeebenefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents to the extent such conditions were inapplicable, met or waived under the comparable Employee Plan in which such Continuing Employee and his or her covered dependents, participated immediately prior to the Effective Time; and (yiii) the Surviving Corporation will cause for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins, if such participation begins in the year in which the Effective Time occurs, to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will otherwise be subject to the terms of such vacation and/or paid time off policies as determined by Parent and its Affiliates from time to time (but in no event subject to forfeiture).

New Plans. To Following a good faith review of the extent that a benefit plan of Employee Plans in which Continuing Employees participate immediately before the Effective Time (“Old Plans”), Parent is made available shall determine in its sole discretion whether to maintain any Continuing Employee at or after such plans following the Effective Time. In the event an Old Plan is terminated or otherwise discontinued following such determination by Parent, Continuing Employees who previously participated in such a plan shall be eligible to participate in any comparable benefit plans maintained by Parent or any of its Subsidiaries, including the Surviving Company (“New Plans”). With respect to any New Plans in which Continuing Employees are eligible to participate, but other than with respect to benefit accruals and level of benefits under any defined benefit pension plan, the Surviving Corporation Company and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation Company and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes to the same extent that such service was recognized under a similar plan, program, policy or arrangement of eligibility to participate, vesting and for purposes the Company or any of future vacation accrual and determining severance amountsits Subsidiaries as of the Effective Time, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service benefits or in benefits that are greater than what was credited previously provided under an analogous Employee a comparable Old Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, (i) for purposes of each New Plan in which a Continuing Employee is eligible to participate that provides life insurance, medical, dental, pharmaceutical, vision or disability benefits, the Surviving Corporation Company shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extents such requirements were waived or satisfied under the comparable Old Plan, and (yii) the Surviving Corporation will Company shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a benefit plan of Parent an Employee Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) ), to the extent allowed under applicable Law cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation or paid time-off accrual and determining severance amountspay entitlement), except that (i) such service need shall not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit or compensation plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Employee Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extents such requirements were waived or satisfied under the comparable Old Plan, and (y) the Surviving Corporation will shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and shall not limit future accruals.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective 79 Time for purposes of eligibility to participateeligibility, participation, vesting and for purposes level of future vacation accrual and determining severance amountsbenefits, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits or benefits, compensation and (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment pension or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee group welfare benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such group welfare benefit plans (the “New Plan”) replaces coverage previously provided under a comparable group welfare Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, the “Old Plans”)Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will use commercially reasonable efforts to cause all waiting periods, pre-existing preexisting condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To Solely for purposes of determining (i) eligibility to participate and vesting under any benefit plans maintained by Parent or any of its Subsidiaries, including the extent Surviving Company (“New Plans”) (including any vacation, paid time-off and severance plans), and (ii) benefit accruals and level of benefits under any vacation, paid time-off and severance plans that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Timeare New Plans, the Surviving Corporation Company and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation Company and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes to the same extent that such service was recognized under a similar plan, program, policy or arrangement of eligibility to participate, vesting and for purposes the Company or any of future vacation accrual and determining severance amountsits Subsidiaries as of the Effective Time, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and , (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will Company shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extents such requirements were waived or satisfied under the comparable Old Plan, and (y) the Surviving Corporation will Company shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and shall not limit future accruals.

New Plans. To the extent that a an employee benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, participate and vesting (other than vesting of future equity awards) and for purposes of future vacation accrual and determining severance amountspay entitlement, to the same extent such service was recognized for similar purposes under the Company Benefit Plans immediately prior to the Closing, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Acceptance Time (such plans, the “Old Plans”), other than limitations that were in effect with respect to such Continuing Employee as of immediately prior to the Acceptance Time under the corresponding Old Plan; and (ii) during the plan year in which the Closing Date occurs, for purposes of with respect to each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (xA) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, dependents and (yB) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such recognized under the New Plan for purposes of satisfying all deductible, coinsurance, co-paypayments, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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.; and

New Plans. To the extent that a benefit plan of Parent Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its respective Subsidiaries will (and Parent will cause the Surviving Corporation and its respective Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Company Benefit Plan, and (iii) no service shall be required to be credited under any plan Comparable Plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-employment termination or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (iA) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its their respective Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); ) and (iiB) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Benefit Plans in effect as of the date hereof).

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amountsall purposes, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits or benefits, compensation and (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment pension or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee group welfare benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such group welfare benefit plans (the “New Plan”) replaces coverage previously provided under a comparable group welfare Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, the “Old Plans”)Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will use commercially reasonable efforts to cause all waiting periods, pre-existing preexisting condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent With respect to each benefit or compensation plan, program, or policy that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant to the same extent that such credit was provided under corresponding Employee Plans prior to the Effective Time (including for purposes of future vacation accrual accrual, and determining severance amountsentitlement or termination pay), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents, ; and (yiii) the Surviving Corporation will cause for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plans ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during to the plan year in which extent permitted by applicable Law and the Closing Date occursagreements with respect to the benefit providers and insurers, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-paypayments, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee; provided that Parent is provided with sufficient information following the Effective Time to comply with applicable Law and the agreements with respect to the benefit providers and insurers. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture.

New Plans. To the extent that a benefit plan of Company Plan or Parent Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and the Company Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) the Surviving Corporation will use its reasonable best efforts to cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will use its reasonable best efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-paypayments, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture and will not limit future accruals. Effective as of the day immediately preceding the Closing Date, unless otherwise requested by Parent no later than five Business Days prior to the Closing, the Company shall terminate all Company Benefit Plans that are intended to include a Section 401(k) arrangement (unless Parent provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) plans shall not be terminated). The Company shall provide Parent with evidence that such Company Benefit Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Company Board or any applicable committee thereof. The form and substance of such resolutions shall be subject to the reasonable review and approval by Parent (the approval of which shall not be unreasonably withheld, conditioned or delayed). In the event that termination of the Company’s 401(k) plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent prior to the Closing.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plan, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for which credit was provided by the Company prior to the Effective Time for purposes of eligibility to participate, vesting vesting, entitlement to benefits, vacation and for purposes of future vacation accrual other time off accrual, equity or equity-based incentive compensation and determining severance amountsentitlement or termination pay, except that (i) such service need not be credited to the extent that it such credit would result in duplication of coverage benefits or benefits, (ii) such service shall only be credited to the same extent and funding thereof for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, , (i) the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to ensure that (i) cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (New Plan replaces the “New Plan”) replaces Continuing Employee’s coverage previously provided under pursuant to a comparable corresponding Employee Plan in which (each such Continuing Employee participates immediately before the Effective Time (such plansplan, the an “Old PlansPlan”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medicalhealth and welfare benefits, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will and its Subsidiaries shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents; (iii) for purposes of each New Plan providing health and welfare benefits, and (y) the Surviving Corporation will cause and its Subsidiaries shall use commercially reasonable efforts to recognize or credit, in the manner determined by Parent in its discretion, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the corresponding Old Plan ending on the Closing Date date that Continuing Employees’ participation in the New Plan begins; and (iv) the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to be given full credit the accounts of the Continuing Employees pursuant to such any New Plan for purposes that is a flexible spending account plan with any unused balances in the account of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee and his or her covered dependents for following the applicable plan year as if such amounts had been paid in accordance with such New PlanEffective Time.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, other than with respect to the New Plans listed on Section 6.9(d) of the Company Disclosure Letter, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries (including service with any company acquired by the Company or any of its Subsidiaries to the extent the Company current provides such service credit) prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but excluding for purposes of benefit accruals under any defined benefit pension plan or post-employment welfare plan), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will use reasonable best efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent waived under the corresponding Old Plan, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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, to the extent credited under the corresponding Old Plan; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time in accordance with the Company’s vacation or paid time off policies in effect immediately prior to the Effective Time.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after Following the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such each Continuing Employee credit for all service with the Company Group prior to the Effective Time under the employee benefit plans of the Surviving Corporation and its Subsidiaries in which such Continuing Employee participates following the Effective Time (the “New Plans”) for purposes of eligibility to participate, vesting and entitlement to benefits solely for purposes of future vacation accrual and determining severance amountspay entitlement to the same extent and for the same purpose as such service was credited under the analogous Employee Plan in which such Continuing Employee participated immediately prior to the Effective time, except that (i) such service need not be credited to the extent that it would result in duplication of compensation, coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same period of service and shall not apply for any purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsExcluded Benefit. In addition, and without limiting the generality of the foregoing, for the plan year in which the Effective Time occurs, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to ensure that cause: (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extent waived or satisfied under the analogous Old Plan in which such Continuing Employee participated immediately prior to the Effective Time, and (yiii) the Surviving Corporation will cause any eligible expenses incurred paid by such Continuing Employee and his or her covered dependents during the portion of under any Old Plan that is a group health plan for the plan year ending on in which the Closing Date Effective Time occurs to be given full credit pursuant to such under the applicable New Plan that is a group health plan for purposes of satisfying all the corresponding deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date hereof).

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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.; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date hereof). Table of Contents

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will undertake commercially reasonable efforts to, or will undertake commercially reasonable efforts to cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group Acquired Companies prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) Parent will undertake commercially reasonable efforts to, or will undertake commercially reasonable efforts to cause the Surviving Corporation will or any Subsidiaries of Parent to, cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) Parent will undertake commercially reasonable efforts to, or will undertake commercially reasonable efforts to cause the Surviving Corporation will or any Subsidiaries of Parent to, cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, co-pay, offsets offset and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) Parent will undertake commercially reasonable efforts to, or will undertake commercially reasonable efforts to cause the Surviving Corporation or any Subsidiaries of Parent to credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the "New Plans") to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “"Old Plans”"); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee's participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date of this Agreement).

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plan, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) use reasonable commercial efforts to cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual accrual, equity or equity-based incentive compensation and determining severance amountsentitlement or termination pay), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) use commercially reasonable commercial efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before prior to the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents; (iii) for purposes of each New Plan providing medical, and (y) the Surviving Corporation will cause dental, pharmaceutical, or vision benefits, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) the accounts of the Continuing Employees pursuant to any New Plan that is a flexible spending account plan to be credited with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time and will not be subject to accrual limits or other forfeiture and shall not limit future accruals.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee or Continuing Union Employee, as applicable, at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such each Continuing Employee and Continuing Union Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement or termination pay), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such period of service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under except for purposes of any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsExcluded Benefits. In addition, and without limiting the generality of the foregoing, (i) the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) use commercially reasonable efforts to ensure provide that (i) each Continuing Employee and Continuing Union Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time corresponding existing compensation plan, program, policy, arrangement or agreement (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees (and, as applicable, Continuing Union Employees) and his or her their covered dependents; (iii) for purposes of each New Plan providing medical, and (y) dental, pharmaceutical, or vision benefits, the Surviving Corporation will and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) use commercially reasonable efforts to cause any eligible expenses incurred by such the Continuing Employee Employees (and, as applicable, Continuing Union Employees) and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ (and, as applicable, Continuing Union Employees’) participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees (and, as applicable, Continuing Union Employees) and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) credit the accounts of the Continuing Employees (and, as applicable, Continuing Union Employees) pursuant to any New Plan that is a flexible spending account plan with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee or Continuing Union Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time and will not be subject to accrual limits or other forfeiture and shall not limit future accruals. Parent and the Surviving Corporation shall be solely responsible for any and all obligations under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation Section 54.4980B-9.

New Plans. To the extent that a new employee benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each a “New Plan”), the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but excluding for purposes of benefit accrual under any defined benefit pension plan), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, where applicable, and without limiting the generality of the foregoing, the Surviving Corporation shall and its Subsidiaries will use commercially reasonable efforts to ensure that that: (i) at the Effective Time, each Continuing Employee will shall be immediately eligible to participate, without any waiting periodtime, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries each New Plan to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided waiting time was satisfied under a comparable similar Employee Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, collectively, the “Old Plans”); and , (ii) during at the plan year in which the Closing Date occursEffective Time, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries will use commercially reasonable efforts to (and Parent will cause the Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to) cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements exclusions or limitations and actively-at-work or similar requirements of such each New Plan that is a group health plan to be waived or satisfied for such Continuing Employee and his or her covered dependents, dependents to the extent waived or satisfied under the analogous Old Plan as of the Effective Time and (yiii) at the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause any the Surviving Corporation and its Subsidiaries to) cause all eligible expenses incurred by such each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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.

New Plans. To the extent that a Company Plan or any comparable compensation or benefit plan of Parent arrangement is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement, but excluding for the avoidance of doubt any equity, equity based incentive or long term compensation that may be awarded), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall Company and its Subsidiaries will (and Parent will cause the Surviving Company and its Subsidiaries to) use commercially reasonable efforts to ensure provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Company and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee corresponding Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date to date that such Continuing Employee’s participation in the corresponding New Plan begins be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan be credited with any unused balance in the account of such Continuing Employee. The Surviving Company and its Subsidiaries will (and Parent will cause the Surviving Company and its Subsidiaries to) credit any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time to such Continuing Employee as of immediately following the Effective Time.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but not for purposes of benefit accruals under any defined benefit pension or retiree health plans), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will undertake commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will undertake commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time and will be subject to the vacation policies of the Surviving Corporation as in effect from time to time; provided, that vacation accrued but unused as of the Closing shall remain available to the same extent as under Company programs in effect as of the date hereof as applied to each Continuing Employee.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Company Merger Effective Time, the Surviving Corporation Entities and its their respective Subsidiaries will (and the Parent Entities will cause the Surviving Corporation Entities and its their respective Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Company Merger Effective Time for purposes of eligibility to participate, vesting and (for purposes vacation and severance benefits only) entitlement to benefits where length of future vacation accrual and determining severance amountsservice is relevant, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Company Plan, and (iii) no service shall be required to be credited under any plan Comparable Plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-employment termination or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation Entities shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Entities and its their respective Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Company Merger Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation Entities will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation Entities will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Company Merger Effective Time will be credited to such Continuing Employee following the Company Merger Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of December 11, 2020).

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New PlanPlan (provided that, in each case, the Surviving Corporation shall only be required to use commercially reasonable efforts to take such actions to the extent not otherwise permitted under the terms of the plans); and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date hereof).

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of future vacation accrual and determining severance amounts, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall will only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall will be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsany Excluded Benefit. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall will use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan”) replaces coverage previously provided under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Employee Plans in effect as of the date hereof).

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee Except as otherwise required by applicable Laws at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting in 401(k) or similar retirement benefits and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but not including for any purpose under a defined benefit pension plan or equity or equity-based compensation or benefit plan) to the same extent and for the same purpose as such service was credited to such Continuing Employee under the corresponding Company Benefit Plan as of the Effective Date, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation except as otherwise required by applicable Laws, Parent shall use take commercially reasonable efforts actions to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and dependents to the same extent waived under the corresponding Company Benefit Plan; (yiii) the Surviving Corporation will cause any eligible expenses incurred paid by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all the corresponding deductible, co-payments, coinsurance, co-pay, offsets offset and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New PlanPlan to the same extent credited under the corresponding Company Benefit Plan for such purpose; and (iv) the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan to be credited with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee immediately following the Effective Time.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will use reasonable best efforts to cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, participate and vesting and for purposes of future vacation accrual and determining severance amountspay entitlement to the same extent such service was recognized under such Company Plan (or, in the case of a Comparable Plan, under the similar Company Plan), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and compensation or benefits or for the same any purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or postequity-employment or retiree welfare benefitsbased plan. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans and other than any equity-based plan) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (New Plan replaces in the “New Plan”) replaces plan year in which the Closing occurs coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”)) and to the extent that the applicable waiting period under the Old Plan had been satisfied or waived at or before the Effective Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing EmployeeEmployee in the plan year in which the Closing occurs, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extent such waiting periods, exclusions, and (y) requirements were waived under the corresponding Old Plan, and the Surviving Corporation will for the plan year in which the Closing occurs cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan in which the Effective Time occurs and ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year in which the Closing occurs as if such amounts had been paid in accordance with such New Plan; and (iii) for the plan year in which the Closing occurs credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee in the corresponding Old Plan to the extent permitted by applicable Law. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of the date of this Agreement).

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group Acquired Companies prior to the Effective Time (to the extent that such service was taken into account under the analogous Company Plan immediately prior to the Effective Time) and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such benefits and service shall only prior to the Effective Time will not be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for purposes of a defined benefit pension, or post-employment or retiree welfare benefitspension plan. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, vision, disability or vision other welfare benefits to any Continuing Employee, (x) Parent will, or will cause the Surviving Corporation will or any Subsidiaries of Parent to, use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) Parent will, or will cause the Surviving Corporation will or any Subsidiaries of Parent to, use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, co-pay, offsets offset and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) Parent will, or will cause the Surviving Corporation or any Subsidiaries of Parent to, use commercially reasonable efforts to credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Company Merger Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall use its reasonable best efforts to (and Parent will shall use its reasonable best efforts to cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Company Merger Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement or termination pay, but excluding defined benefit pension and post-retirement welfare arrangements), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, Parent, the Surviving Corporation and its Subsidiaries, as applicable, shall use commercially reasonable efforts to ensure that (i) cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents, and (y) except to the Surviving Corporation will cause extent that any eligible expenses incurred by such Continuing Employee and his exclusions or her covered dependents during the portion of the plan year ending on the Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable still applied to such Continuing Employee and his or her covered dependents for under the applicable plan year as if comparable Employee Plan in which such amounts had been paid in accordance with such New Plan.Continuing Employee participated immediately before the Closing;

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and determination of the level of benefits (but not for purposes of future vacation accrual and determining severance amountsbenefit accruals), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will and its Subsidiaries shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents; (iii) for purposes of each New Plan providing medical, and (y) dental, pharmaceutical, or vision benefits, the Surviving Corporation will and its Subsidiaries shall cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) the Surviving Corporation and its Subsidiaries shall credit the accounts of the Continuing Employees pursuant to any New Plan that is a flexible spending account plan with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan.

New Plans. To the extent that a Company Plan or any comparable compensation or benefit plan of Parent arrangement is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement, but excluding for the avoidance of doubt any equity or equity based incentive compensation that may be awarded), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Company and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee corresponding Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation Company will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) the Surviving Corporation Company will cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will (shall, and Parent will shall cause the Surviving Corporation and its Subsidiaries to) , use commercially reasonable efforts to cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, and vesting and where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsaccrual), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such period of service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under or for purposes of any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitscontribution pension plan. In addition, and without limiting the generality of the foregoing, Parent will or will cause the Surviving Corporation shall and its Subsidiaries to use commercially reasonable efforts to ensure provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee corresponding Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan be waived, subject to be approval of the insurance carrier(s) of such New Plan, for the Continuing Employees and their covered dependents to the extent such conditions were inapplicable or waived for under the comparable Employee Plan in which such Continuing Employee and his or her covered dependents, participated immediately prior to the Effective Time; and (yiii) the Surviving Corporation will cause for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins, if such participation begins in the year in which the Effective Time occurs, to be given full credit credit, subject to approval of the insurance carrier(s) of such New Plan, pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will otherwise be subject to the terms of such vacation and/or paid time off policies as determined by Parent and its Affiliates from time to time (but in no event subject to forfeiture).

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plan, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) to cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement or termination pay but excluding equity or equity-based incentive compensation), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, benefits for the same period of service or (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under purposes of any defined benefit pension plan or plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the Surviving Corporation shall and its Subsidiaries to use commercially reasonable efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents to the extent such conditions were applicable, met or waived under the comparable Employee Plan in which such Continuing Employee and his participated immediately prior to the Effective Time; (iii) for purposes of each New Plan providing medical, dental, pharmaceutical, or her covered dependentsvision benefits, and (y) the Surviving Corporation will cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins, if such participation begins in the new year in which the Effective Time occurs, to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) the accounts of the Continuing Employees pursuant to any New Plan that is a flexible spending account plan to be credited with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will otherwise be subject to the terms of such vacation or paid time off policies as determined by Parent and its Affiliates from time to time.

New Plans. To the extent that a benefit plan of Parent an Employee Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation or paid time-off accrual and determining severance amountspay entitlement), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits or for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under purposes of any plan that provides for defined benefit pension, pension plan or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit or compensation plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Employee Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision disability benefits to any Continuing Employee, (x) the Surviving Corporation will shall use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extents such requirements were waived or satisfied under the comparable Old Plan, and (y) the Surviving Corporation will shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing 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; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee.

New Plans. To the extent With respect to each benefit plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plan, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual accrual, equity or equity-based incentive compensation and determining severance amountsentitlement or termination pay, but excluding for purposes of any defined benefit plans, retiree health or welfare benefits or deferred compensation arrangements), except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitsperiod of service. In addition, and without limiting the generality of the foregoing, the Surviving Corporation Parent shall use commercially reasonable efforts to ensure that provide that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will and its Subsidiaries shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such the Continuing Employee Employees and his or her their covered dependents, ; and (yiii) for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation will and its Subsidiaries shall cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plans ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will remain outstanding, subject to the terms of the Company’s paid time off policy in effect as of the Effective Time.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits for purposes of future vacation accrual and determining severance amountspay entitlement, but not including for any purposes of any Excluded Benefits, to the same extent such service was credited under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately prior to the date hereof, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited benefits or could apply to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitspension plans. In addition, and without limiting the generality of the foregoing, Parent will, or will cause the Surviving Corporation shall or any other Subsidiary of Parent to, use commercially reasonable efforts to ensure that provide that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Excluded Benefits) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) to the Surviving Corporation will same extent waived under the corresponding Company Benefit Plan, and, during the plan year in which the Closing occurs, cause any eligible expenses incurred paid by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

New Plans. To the extent With respect to each benefit or compensation plan, program, policy, arrangement or agreement that a benefit plan of Parent is made available to any Continuing Employee at or after the Effective TimeTime (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountsentitlement or termination pay), except that (iA) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and benefits for the same purpose as such period of service was credited under an analogous Employee Plan, and or (iiiB) no service shall be required to be credited under for purposes of any defined benefit pension plan or plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the Surviving Corporation shall and its Subsidiaries to use commercially reasonable efforts to ensure that cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries New Plans to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable corresponding Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical pharmaceutical, vision or vision benefits to any Continuing Employeedisability benefits, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents to the extent such conditions were inapplicable, met or waived under the comparable Employee Plan in which such Continuing Employee and his participated immediately prior to the Effective time; (iii) for purposes of each New Plan providing medical, dental, pharmaceutical, or her covered dependentsvision benefits, and (y) the Surviving Corporation will cause any eligible expenses incurred by such the Continuing Employee Employees and his or her their covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that Continuing Employees’ participation in the corresponding New Plan begins, if such participation begins in the year in which the Effective Time occurs, to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Employees and his or her their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) to credit the accounts of the Continuing Employees pursuant to any New Plan that is a flexible spending account plan with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time and will not be subject to accrual limits or other forfeitures, except as required by the terms of such vacation or time off policies as determined by Parent and its Affiliates from time to time.

New Plans. To the extent that a benefit plan of Parent is made available to any Continuing Employee at At or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will, or will cause the Surviving Corporation and its Subsidiaries or any other Subsidiary of Parent to) , cause to be granted to such the Continuing Employee Employees credit for all service with the Company Group and its Subsidiaries prior to the Effective Time and with Parent, the Surviving Corporation, and any of their Subsidiaries on or after the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits for purposes of future vacation accrual and determining severance amountspay entitlement, but not including for any purposes of any Excluded Benefits, to the same extent such service was credited under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately prior to February 4, 2024, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited benefits or could apply to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefitspension plans. In addition, and without limiting the generality of the foregoing, Parent will, or will cause the Surviving Corporation shall or any other Subsidiary of Parent to, use commercially reasonable efforts to ensure that provide that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation Parent and its Subsidiaries (other than the Excluded Benefits) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (the “New Plan”) Plan replaces coverage previously provided under pursuant to a comparable Employee Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employee, (x) the Surviving Corporation will cause all waiting periods, pre-existing condition exclusionsconditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) to the Surviving Corporation will same extent waived under the corresponding Company Benefit Plan, and, during the plan year in which the Closing occurs, cause any eligible expenses incurred paid by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

New Plans. To the extent that a benefit plan of Parent Company Plan or Comparable Plan is made available to any Continuing Employee at or after the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company Group prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of future vacation accrual and determining severance amountspay entitlement, but not including for any purpose under equity or equity-based benefit or compensation arrangements) to the same extent and for the same purpose as such service was credited to such person under the corresponding Employee Plan as of the Effective Time, except that (i) such service need not be credited to the extent that it would result in duplication of coverage or benefits, (ii) such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Employee Plan, and (iii) no service shall be required to be credited under any plan that provides for defined benefit pension, or post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any such plans (New Plan replaces at the “New Plan”) replaces Effective Time coverage previously provided under pursuant to a comparable Employee Company Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”); and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing medical, dental, pharmaceutical pharmaceutical, or vision benefits to any Continuing Employee, (x) the Surviving Corporation will use commercially reasonable efforts to cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependentsdependents to the same extent waived under the corresponding Old Plan, and (y) the Surviving Corporation will use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all the applicable deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing 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 to the same extent as such amounts were credited for the same purpose under the corresponding Old Plan; and (iii) credit the accounts of such Continuing Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under the Company Plans in effect as of December 4, 2019).