Common use of New Plans Clause in Contracts

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate and vesting and, solely for purposes of accruing paid time off and severance entitlement, benefit accruals, except to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time; (ii) for purposes of each New Plan providing health or welfare benefits, the Surviving Corporation 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 periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualspay entitlement but not for purposes of any Excluded Benefits), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, Parent will, or will cause the Surviving Corporation and its or any Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the same extent such periods, exclusions and requirements they were waived or satisfied under the corresponding Old Plan; Plans, and (iii) for purposes of each New Plan providing health benefitsParent will, or will cause the Surviving Corporation and its or any Subsidiaries shall of Parent to, use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), Parent and the Surviving Corporation and its Subsidiaries shall (and Parent shall will use commercially reasonable 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate and vesting and, solely for purposes of accruing paid time off and severance entitlement, benefit accruals, except to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by Parent and its Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan 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; (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents (to the same extent such periodsconditions, exclusions and limitations or requirements were waived met or satisfied otherwise not applicable to such Continuing Employee under the corresponding Old Plan; Plans as of the Effective Time), and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their 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 date that such Continuing Employees’ 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-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each any employee benefit or compensation planplans sponsored or maintained by Parent or its Subsidiaries, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after including the Effective Time Surviving Corporation (each such plans, a the “New PlanPlans”), Parent shall (or Parent shall cause its Subsidiaries, including the Surviving Corporation and its Subsidiaries shall (and Parent shall cause 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing vacation or paid time time-off accrual and severance pay entitlement, benefit accruals) to the same extent that service was credited under comparable Employee Plans prior to the Closing, except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, Parent shall (or Parent shall cause its Subsidiaries, including the Surviving Corporation to) use commercially reasonable efforts to cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans Plan to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable 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; (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 such Continuing Employees Employee and their his or her covered dependents to the extent same extents such periods, exclusions and requirements were waived or satisfied under the corresponding comparable Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect For purposes of vesting (other than vesting of future equity awards), eligibility to each participate, benefit or compensation plan, program, policy, arrangement or agreement that is made available to levels and future vacation accruals under any employee benefit plans of Parent and its Subsidiaries (exclusive of the Company) in which any Continuing Employee at becomes eligible to participate on or after the Effective Time Closing Date (each such plans, a the “New PlanPlans”), other than the Surviving Corporation and its Subsidiaries shall (and Excluded Benefits, Parent 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 and its Subsidiaries any respective predecessors before the Closing Date; provided that the foregoing service credit shall not be required to apply (or any predecessors thereofx) prior to the Effective Time for purposes of eligibility to participate and vesting and, solely for purposes of accruing paid time off and severance entitlement, benefit accruals, except to the extent that it its application would result in a duplication of coverage benefits with respect to the same period of service or (y) with respect to any defined benefit pension plan or retiree medical benefits. In addition, and without limiting the generality of the foregoing, : (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 New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plansproviding medical, the “Old Plans”) in which such Continuing Employee had participated dental, pharmaceutical or vision benefits; and satisfied any waiting periods prior to the Effective Time; (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee during the plan year in which the Closing Date occurs, Parent shall or shall cause the Surviving Corporation and or any of its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii2) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the any Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of during which the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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. 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. With respect to each To the extent that a benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely for purposes of accruing paid time off future vacation accrual and determining severance entitlement, benefit accrualsamounts, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits, or compensation, (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 reasonable best efforts to ensure that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans 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 Plan”) replaces coverage pursuant to previously provided under a corresponding comparable group welfare Employee Plan in which such Continuing Employee participated 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; (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each To the extent that a benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely for purposes of accruing paid time off future vacation accrual and determining severance entitlement, benefit accrualsamounts, 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 New Plans employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan Plan”) replaces coverage pursuant to previously provided under a corresponding comparable 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); (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Employee Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate and vesting and, solely where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accruals), except that 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 where prior service credit is not awarded to similarly situated employees, or under any equity-based, defined benefit, or retiree welfare benefits or compensation). In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Company Plan in which such Continuing Employee Plan participates immediately before the Effective Time (such plans, the “Old Plans”) in which such to the extent the Continuing Employee had participated and previously satisfied any waiting periods prior the requirements to the Effective Timeparticipate in such comparable Old Plan; (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding any comparable Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time to be used in accordance with the applicable paid time off program of ; and (iii) the Surviving Corporation and its SubsidiariesSubsidiaries 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. With respect to each To the extent that an employee benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but not including for any purpose under equity or equity-based benefit accrualsor 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 such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces at the Effective Time coverage pursuant to a corresponding comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, collectively, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall will use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Employee Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its SubsidiariesAgreement Date).

New Plans. With respect to each To the extent that a benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely for purposes of accruing paid time off and severance entitlement, benefit accrualsfuture vacation accrual, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits, or compensation, (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 post-employment or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall use reasonable best efforts to ensure that: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans 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 Plan”) replaces coverage pursuant to previously provided under a corresponding comparable group welfare Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to immediately before the Effective Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, solely entitlement to benefits for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accrualsbut 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 such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or could apply to any defined benefit pension plans. In addition, and without limiting the generality of the foregoing, Parent will, or will cause the Surviving Corporation or any other Subsidiary of Parent to, use commercially reasonable efforts to 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 Parent and its Subsidiaries (other than the Excluded Benefits) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan 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; (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents dependents, to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Company Benefit Plan; and (iii) for purposes of each New Plan providing health benefits, and, during the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to plan year in which the Closing occurs, cause any eligible expenses incurred paid by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiarieswill not limit future accruals.

New Plans. With respect to each To the extent that a benefit or compensation plan, program, policy, arrangement or agreement that plan of Parent is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely for purposes of accruing paid time off future vacation accrual and determining severance entitlement, benefit accrualsamounts, 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 New Plans employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan Plan”) replaces coverage pursuant to previously provided under a corresponding comparable 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; (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Employee Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual, incentive compensation, and severance entitlemententitlement or termination pay) to the same extent and for the same purpose as such Continuing Employee was entitled, benefit accrualsbefore 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 (i) to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service, (ii) under any defined benefit plan or frozen benefit plan of Parent or (iii) with respect or vesting or other benefits under any equity incentive plan. In addition, and without limiting the generality of the foregoing, Parent will or will cause the Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Company Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 dependents, to the extent such periods, exclusions and requirements conditions were inapplicable or waived or satisfied under the corresponding Old Plancomparable Employee Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (iii) for any year in which such Continuing Employee is moved to a New Plan, for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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 and will otherwise be subject to the terms of such accrued time to be used in accordance with the applicable vacation and/or paid time off program of the Surviving Corporation policies as determined by Parent and its SubsidiariesAffiliates from time to time (but in no event subject to forfeiture).

New Plans. With respect to each To the extent that a new employee benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, where applicable, and without limiting the generality of the foregoing, the Surviving Corporation and its Subsidiaries will use commercially reasonable efforts to ensure that: (i) at the Effective Time, each Continuing Employee will shall be immediately eligible to participate, without any waiting periodtime, in any and all each New Plans Plan to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to waiting time was satisfied under a corresponding similar or comparable Employee Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), (ii) in which such Continuing Employee had participated and satisfied any waiting periods prior to at the Effective Time; (ii) for purposes of each New Plan providing health or welfare benefits, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding analogous Old Plan; Plan as of the Effective Time and (iii) for purposes of each New Plan providing health benefitsat the Effective Time, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will (and Parent will cause any the Surviving Corporation and its Subsidiaries to) cause all eligible expenses incurred by the each Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plansTime, a “other than with respect to the New Plan”)Plans listed on Section 6.9(d) of the Company Disclosure Letter, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but excluding for purposes of benefit accrualsaccruals under any defined benefit pension plan or post-employment welfare plan), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents dependents, to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time to be used Time in accordance with the applicable Company’s vacation or paid time off program of policies in effect immediately prior to the Surviving Corporation and its SubsidiariesEffective Time.

New Plans. With respect If, following the Closing Date, Employees become eligible to each participate in employee benefit or compensation plans, programs and arrangements that are not MLP Benefit Plans (any such new plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to or in any MLP Benefit Plan in which such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) did not participate prior to the Effective Time Closing Date, Parent shall credit each such Employee for the service that such Employee performed for an MLP Entity or one of its Subsidiaries prior to the Closing Date for benefits eligibility purposes of eligibility to participate (including vacation and vesting paid time off), severance determination purposes and, solely except with respect to any equity compensation plan and programs, vesting purposes, but not for purposes of accruing paid time off benefit accrual purposes, and severance entitlement, benefit accruals, except only to the extent that it would result in duplication such service was credited by an MLP Entity or one of coverage or benefits. In addition, and without limiting its Subsidiaries under the generality corresponding MLP Benefit Plan as of the foregoingClosing Date. With respect to any New Plan, Parent shall (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and waive all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time; (ii) for purposes of each New Plan providing health or welfare benefits, the Surviving Corporation and its Subsidiaries shall cause 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 the Continuing Employees such Employee and their his or her covered dependents to the extent such periodsthey were inapplicable to, exclusions and requirements or were waived or satisfied under under, the corresponding Old Plan; applicable MLP Benefit Plans and (iiiii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees any Employee of any MLP Entity or its Subsidiaries and their his or her covered dependents pursuant to any MLP Benefit Plan during the portion of the plan year of the Old such MLP Benefit Plan ending on the date that Continuing Employees’ such Employee’s participation in the corresponding New Plan begins begins, to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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. 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 extent such Continuing Employee following the Effective Time, with such accrued time to be used in accordance with amounts had been taken into account under the applicable paid time off program of the Surviving Corporation and its SubsidiariesMLP Benefit Plan.

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate of this Agreement).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plansplan, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid vacation and other time off accrual and severance entitlement, benefit accruals), except to the extent that it would result in duplication of coverage or benefitsbenefits for the same period 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 each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare vision benefits, the Surviving Corporation 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 the Continuing Employees and their covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and ​ maximum out-of-pocket requirements applicable to such Continuing Employees and 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, with such accrued time and will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiariesshall not limit future accruals.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 and participate, vesting and(other than vesting of future equity awards), solely for purposes of accruing paid time off future vacation accrual under the Company’s current plan and for purposes of determining severance pay entitlement, benefit accrualsto the same extent that such service was recognized for similar purposes under the Company Benefit Plans, except that such service need not be credited to the extent that it would result in duplication of coverage or benefits, and shall not include the Excluded Arrangements. In addition, and without limiting the generality of the foregoing, Parent and the Surviving Corporation will use commercially reasonable efforts to 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 Parent and its Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents (to the same extent such periodsconditions, exclusions and limitations or requirements were waived met or satisfied otherwise not applicable to such Continuing Employee under the corresponding Old Plan; Plans as of the Effective Time), and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their 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 date that such Continuing Employees’ 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-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any and their respective predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but excluding for purposes of benefit accrualsaccruals under any defined benefit pension plan or post-employment welfare plan), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents dependents, to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time to be used Time in accordance with the applicable Company’s vacation or paid time off program of policies in effect immediately prior to the Surviving Corporation and its SubsidiariesEffective Time.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will use commercially reasonable efforts to, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual but excluding equity-based benefits, and 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 entitlement, benefit accrualsas contemplated in Section 6.9(b) of this Agreement and the Company Disclosure Letter), except in each case that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, Parent will use commercially reasonable efforts to, or to 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 Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiarieswill not limit future accruals.

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans") to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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"); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate of this Agreement).

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) to the extent permitted by applicable Law and the agreements with respect to the benefit providers and insurers, for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation and its Subsidiariesaccrual limits or other forfeiture.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plansplan, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for which credit was provided by the Company prior to the Effective Time for purposes of eligibility to participate participate, vesting, entitlement to benefits, vacation and vesting and, solely for purposes of accruing paid other time off accrual, equity or equity-based incentive compensation and severance entitlement, benefit accrualsentitlement or termination pay, except to the extent that it such credit would result in duplication of coverage benefits or benefitsthe funding thereof for the same period 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 cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces the Continuing Employee’s coverage pursuant to a corresponding Employee Plan (each such plansplan, the an “Old PlansPlan”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health or and welfare benefits, the Surviving Corporation 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 the Continuing Employees and their covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health and welfare benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause recognize or credit, in the manner determined by Parent in its discretion, any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the corresponding Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and their covered dependents for under the applicable plan year as if such amounts had been paid in accordance with such New PlanOld 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, 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plansplan, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualsentitlement or termination pay but excluding equity or equity-based incentive compensation), except (i) to the extent that it would result in duplication of coverage or benefits for the same period of service or (ii) for purposes of any defined benefit pension plan or plan that provides retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 periodsconditions were applicable, exclusions and requirements were met or waived or satisfied under the corresponding Old Plancomparable Employee Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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, with and will otherwise be subject to the terms of such accrued time to be used in accordance with the applicable vacation or paid time off program of the Surviving Corporation policies as determined by Parent and its SubsidiariesAffiliates from time to time.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the The Surviving Corporation and its Subsidiaries shall will (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate and vesting andparticipate, solely for purposes of accruing paid time off vesting, vacation accrual and severance entitlementpay entitlement under the employee benefit plans of Parent or its Subsidiaries (other than equity-based plans, benefit accrualsthe “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 such service need not be credited to the extent that it would result in duplication of coverage or benefitscompensation or benefits or for any purpose under any equity-based incentive plan. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces in the plan year in which the Closing occurs coverage pursuant to a corresponding comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”) in which such Continuing Employee and to the extent that the applicable waiting period under the Old Plan had participated and been satisfied any waiting periods prior to or waived at or before the Effective Time; and (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee in the plan year in which the Closing occurs, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the same extent such waiting periods, exclusions exclusions, and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) Parent will cause, for purposes of each New Plan providing health benefitsthe plan year in which the Closing occurs, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their 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 date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture (except to the extent that such accrued time to be used limits or forfeitures applied under the Employee Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate of this Agreement).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee or Continuing Union Employee, as applicable, at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualsentitlement or termination pay), except to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service and except for purposes of any Excluded 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 provide that each Continuing Employee and Continuing Union Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan existing compensation plan, program, policy, arrangement or agreement (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 the Continuing Employees (and, as applicable, Continuing Union Employees) and their covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation 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 the Continuing Employees (and, as applicable, Continuing Union Employees) and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees (and, as applicable, Continuing Union Employees) and 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, with such accrued time Time and will not be subject to be used in accordance with the applicable paid time off program of accrual limits or other forfeiture and shall not limit future accruals. Parent and the Surviving Corporation shall be solely responsible for any and its Subsidiariesall 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. With respect to each To the extent that a benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective 79 Time for purposes of eligibility to participate eligibility, participation, vesting and vesting and, solely for purposes level of accruing paid time off and severance entitlement, benefit accrualsbenefits, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits or compensation and (ii) no service shall be required to be credited under any plan that provides for defined benefit 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: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans 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 Plan”) replaces coverage pursuant to previously provided under a corresponding comparable group welfare Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to immediately before the Effective Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall will use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Company Merger Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation Entities and its their respective Subsidiaries shall will (and the Parent shall 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 and its Subsidiaries (or any predecessors thereof) Group prior to the Company Merger Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely (for purposes of accruing paid time off vacation and severance entitlement, benefit accrualsbenefits only) entitlement to benefits where length of service 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 Company Plan, and (iii) no service shall be required to be credited under any Comparable Plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-termination or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving 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 Entities and their respective Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan participates immediately before the Company Merger Effective Time (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to Entities will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its SubsidiariesDecember 11, 2020).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after Following the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, entitlement to benefits solely for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualspay 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 such service need not be credited to the extent that it would result in duplication of compensation, coverage or benefitsbenefits for the same period of service and shall not apply for any purpose under any Excluded 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 cause: (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Employee Plan in which such Continuing Employee participated 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, the Surviving Corporation 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 such Continuing Employees Employee and their his or her covered dependents to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding analogous Old Plan; Plan in which such Continuing Employee participated immediately prior to the Effective Time, and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred paid by the such Continuing Employees Employee and their his or her covered dependents during the portion of under any Old Plan that is a group health plan for the plan year of in which the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins 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 coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but not including for any purpose under equity or equity-based benefit accrualsor 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 such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces at the Effective Time coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall will use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualsentitlement or termination pay), except (x) to the extent that it would result in duplication of coverage or benefits for the same period of service or (y) for purposes of any defined benefit pension benefits or plan that provides retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the Surviving Corporation and its Subsidiaries to (i) use commercially reasonable efforts to cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefits, the Surviving Corporation and its Subsidiaries shall disability benefits 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 the Continuing Employees and their covered dependents to the extent such periodsconditions were inapplicable, exclusions and requirements were met or waived or satisfied under the corresponding Old Plancomparable Employee Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (iii) for purposes of each New Plan providing health benefitsmedical, the Surviving Corporation and its Subsidiaries shall dental, pharmaceutical, or vision benefits to use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins begin to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employees and 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, with Time and will not be subject to accrual limits or other forfeiture but shall otherwise be subject to the terms of such accrued time to be used in accordance with the applicable vacation or paid time off program of the Surviving Corporation policies as determined by Parent and its SubsidiariesAffiliates from time to time.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement To the extent that an Employee Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing vacation or paid time time-off accrual and severance pay entitlement, benefit accruals), except that such service shall not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable 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); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 such Continuing Employees Employee and their his or her covered dependents to the extent same extents such periods, exclusions and requirements were waived or satisfied under the corresponding comparable Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time and will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiariesshall not limit future accruals.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Following a good faith review of the Employee Plans in which Continuing Employee at or after Employees participate immediately before the Effective Time (each such plans, a “New PlanOld Plans”), Parent shall determine in its sole discretion whether to maintain any 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 Corporation 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 Company and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) 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 and vesting and, solely for purposes the Company or any of accruing paid time off and severance entitlement, benefit accrualsits Subsidiaries as of the Effective Time, except that such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or in benefits that are greater than what was previously provided under a comparable Old Plan. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time; (ii) for purposes of each New Plan providing health in which a Continuing Employee is eligible to participate that provides life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation and its Subsidiaries 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 the such Continuing Employees Employee and their his or her covered dependents to the extent same extents such periods, exclusions and requirements were waived or satisfied under the corresponding comparable Old Plan; , and (iiiii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries Company shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each To the extent that a new employee benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but excluding for purposes of benefit accrualsaccrual under any defined benefit pension plan), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, where applicable, and without limiting the generality of the foregoing, the Surviving Corporation and its Subsidiaries will use commercially reasonable efforts to ensure that: (i) at the Effective Time, each Continuing Employee will shall be immediately eligible to participate, without any waiting periodtime, in any and all each New Plans Plan to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to waiting time was satisfied under a corresponding similar Employee Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), (ii) in which such Continuing Employee had participated and satisfied any waiting periods prior to at the Effective Time; (ii) for purposes of each New Plan providing health or welfare benefits, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding analogous Old Plan; Plan as of the Effective Time and (iii) for purposes of each New Plan providing health benefitsat the Effective Time, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will (and Parent will cause any the Surviving Corporation and its Subsidiaries to) cause all eligible expenses incurred by the each Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plansplan, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual, equity or equity-based incentive compensation and severance entitlement, benefit accrualsentitlement or termination pay), except to the extent that it would result in duplication of coverage or benefitsbenefits for the same period 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 reasonable commercial efforts to cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan in which such Continuing Employee participates immediately prior to 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); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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, with such accrued time Time and will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiariesshall not limit future accruals.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement policy that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely 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 accruing paid time off vacation accrual, and severance entitlement, benefit accrualsentitlement or termination pay), except to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service. In addition, and without limiting the generality of the foregoing, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan Plans ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (shall, and Parent 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, and vesting and, solely where length of service is relevant (including for purposes of accruing paid time off and severance entitlement, benefit accrualsvacation accrual), except to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service or for purposes of any defined contribution pension plan. In addition, and without limiting the generality of the foregoing, Parent will or will cause the Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Company Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 be waived, subject to be waived approval of the insurance carrier(s) of such New Plan, for the Continuing Employees and their covered dependents to the extent such periods, exclusions and requirements conditions were inapplicable or waived or satisfied under the corresponding Old Plancomparable Employee Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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 and will otherwise be subject to the terms of such accrued time to be used in accordance with the applicable vacation and/or paid time off program of the Surviving Corporation policies as determined by Parent and its SubsidiariesAffiliates from time to time (but in no event subject to forfeiture).

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiaries.date hereof). Table of Contents

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualsentitlement or termination pay), except (A) to the extent that it would result in duplication of coverage or benefits for the same period of service or (B) for purposes of any defined benefit pension plan or plan that provides retiree welfare benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 periodsconditions were inapplicable, exclusions and requirements were met or waived or satisfied under the corresponding Old Plancomparable Employee Plan in which such Continuing Employee participated immediately prior to the Effective time; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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 TimeTime and will not be subject to accrual limits or other forfeitures, with except as required by the terms of such accrued vacation or time off policies as determined by Parent and its Affiliates from time to be used in accordance with the applicable paid time off program of the Surviving Corporation and its Subsidiariestime.

New Plans. With respect to each benefit or To the extent that a Company Plan (which is not an Employee Plan and which does not provide retiree welfare benefits and long-term incentive compensation plan, program, policy, arrangement or agreement that (including equity incentive awards)) is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accruals), except that such service shall not be credited to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service or for purposes of benefit accruals under any defined benefit pension plan. In addition, and without limiting the generality of the foregoing, Parent shall use best efforts to 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 Company Plans (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated Plan; and satisfied any waiting periods prior to the Effective Time; (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 such Continuing Employees Employee and their his or her covered dependents (in each case, to the extent such waiting periods, exclusions pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements were waived or satisfied under the corresponding Old Plan; Employee Plans), and (iii) for purposes of each New Plan providing health benefits, Parent shall cause the Surviving Corporation and its Subsidiaries shall to use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old corresponding Employee Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each To the extent that an employee benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate and vesting and, solely (other than vesting of future equity awards) and for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accrualsto the same extent such service was recognized for similar purposes under the Company Benefit Plans immediately prior to the Closing, except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, Parent, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to 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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan participates immediately before the Acceptance Time (such plans, the “Old Plans”) ), other than limitations that were in which effect with respect to such Continuing Employee had participated and satisfied any waiting periods as of immediately prior to the Effective TimeAcceptance Time under the corresponding Old Plan; (ii) for purposes of with respect to each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall cause (A) 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiB) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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, co-payments, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time to be used in accordance with the applicable paid time off program of the Surviving Corporation and its Subsidiaries.; and

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely determination of the level of benefits (but not for purposes of accruing paid time off and severance entitlement, benefit accruals), except to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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 ; and (iv) the Surviving Corporation and its SubsidiariesSubsidiaries 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. With respect to each To the extent that a Company Plan or any comparable compensation or benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation Company and its Subsidiaries shall will (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualsbut excluding for the avoidance of doubt any equity or equity based incentive compensation that may be awarded), except that 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. In addition, and without limiting the generality of the foregoing, (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 Company and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to Company will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time and will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiarieswill not limit future accruals.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time Time, other than any such plans or programs providing for Excluded Benefits (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to) , cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely (for purposes of accruing paid time off vacation and severance entitlement, benefit accrualsbenefits only) entitlement to benefits to the same extent and for the same purpose as such service was credited under the analogous Employee Plan prior to the Effective Time, except to the extent that it would result in duplication of coverage or benefitsbenefits for the 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 and its Subsidiaries to use commercially reasonable efforts to provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health group medical, dental, pharmaceutical, or welfare vision benefits, the Surviving Corporation 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 periodsconditions were inapplicable, exclusions and requirements were met or waived or satisfied under the corresponding Old Plancomparable Employee Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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 and will otherwise be subject to the terms of such accrued time to be used in accordance with the applicable vacation and/or paid time off program of the Surviving Corporation policies as determined by Parent and its SubsidiariesAffiliates from time to time (but in no event subject to forfeiture).

New Plans. With respect to each the employee benefit or compensation plan, program, policy, arrangement or agreement plans maintained by Parent and its Subsidiaries that is made available are offered to any the Continuing Employee at or Employees after the Effective Time (each such plans, a including any Employee Plans) (the “New PlanPlans”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) predecessor employer prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing vacation, sick time or paid time off accrual and severance pay entitlement) to the same extent as such Continuing Employee was entitled, benefit accrualsbefore the Effective Time, except 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 such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, Parent shall use its reasonable best efforts to (i) cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to participates immediately before the Acceptance Time and/or immediately before the Effective Time; (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Employee Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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 shall be credited to such Continuing Employee following the Effective Time, with such accrued time and shall not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiariesshall not limit future accruals.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to) , cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualsdeterminations), except to the extent that it would result in duplication of coverage or benefitsbenefits for the same period of service. In addition, and without limiting the generality of the foregoing, Parent will or will cause the Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare disability benefits, the Surviving Corporation 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 periodsconditions were inapplicable, exclusions and requirements were met or waived or satisfied under the corresponding Old Plancomparable Employee Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (iii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or vision benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and 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 and will otherwise be subject to the terms of such accrued time to be used in accordance with the applicable vacation and/or paid time off program of the Surviving Corporation policies as determined by Parent and its SubsidiariesAffiliates from time to time (but in no event subject to forfeiture).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, solely entitlement to benefits for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accrualsbut 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 such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or could apply to any defined benefit pension plans. In addition, and without limiting the generality of the foregoing, Parent will, or will cause the Surviving Corporation or any other Subsidiary of Parent to, use commercially reasonable efforts to 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 Parent and its Subsidiaries (other than the Excluded Benefits) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan 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; (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents dependents, to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Company Benefit Plan; and (iii) for purposes of each New Plan providing health benefits, and, during the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to plan year in which the Closing occurs, cause any eligible expenses incurred paid by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiarieswill not limit future accruals.

New Plans. With respect to each For all purposes under the employee benefit or compensation plan, program, policy, arrangement or agreement that is made available plans of Parent and Merger Subsidiary and their affiliates providing benefits to any Continuing Employee at or Affected Employees after the Effective Time (each such plans, a “New Plan”the "NEW PLANS"), the Surviving Corporation and its Subsidiaries each Affected Employee shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee receive credit for all his or her service with the Company, the Company Subsidiaries and its Subsidiaries (or any predecessors thereof) prior to their affiliates before the Effective Time for purposes of eligibility to participate eligibility, vesting and vesting andbenefit accrual (other than benefit accrual under a New Plan that is a defined benefit plan, solely for purposes as defined in Section 3(35) of accruing paid time off and severance entitlement, benefit accruals, except ERISA) to the same extent that it would result in duplication of coverage as such Affected Employee was entitled, before the Effective Time, to credit for such service under any similar or benefitscomparable Company Benefit Plan. In addition, and without limiting the generality of the foregoing, : (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 New Plans to the extent that coverage pursuant to any under such New Plan replaces coverage pursuant to under a corresponding similar or comparable Company Benefit Plan in which such Affected Employee Plan participated immediately before the Effective Time (such plans, collectively, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time"OLD PLANS"); and (ii) for For purposes of each New Plan providing health or welfare benefitsmedical, the Surviving Corporation dental, pharmaceutical and/or vision benefits to any Affected Employee, Parent and its Subsidiaries 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 the Continuing Employees such Affected Employee and their his or her covered dependents (but only to the extent that such periodslimitations, exclusions and requirements were would have been waived (or satisfied inapplicable) under the corresponding comparable Old Plan; Plans), and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation Parent and its Subsidiaries Merger Subsidiary shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees such employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees employee and their his or her covered dependents dependants 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Parent Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its the Company Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and will use its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and will use its Subsidiaries shall use commercially reasonable best efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program accrual limits or other forfeiture and will not limit future accruals. Effective as of the Surviving Corporation 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 its Subsidiariessubstance 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plansplan, a “New Plan”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for which credit was provided by the Company prior to the Effective Time for purposes of eligibility to participate participate, vesting, entitlement to benefits, vacation and vesting and, solely for purposes of accruing paid other time off accrual, equity or equity-based incentive compensation and severance entitlement, benefit accrualsentitlement or termination pay, except to the extent that it such credit would result in duplication of coverage benefits or benefitsthe funding thereof for the same period 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 cause each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces the Continuing Employee’s coverage pursuant to a corresponding Employee Plan (each such plansplan, the an “Old PlansPlan”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) for purposes of each New Plan providing health or and welfare benefits, the Surviving Corporation 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 the Continuing Employees and their covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing health and welfare benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause recognize or credit, in the manner determined by Parent in its discretion, any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the corresponding Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins 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 and maximum out-of-pocket requirements applicable to such Continuing Employees and their covered dependents for under the applicable plan year as if such amounts had been paid in accordance with such New PlanOld 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plansTime, a “other than with respect to the New Plan”)Plans listed on Section 6.9(d) of the Company Disclosure Letter, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (including service with any company acquired by the Company or any predecessors thereofof its Subsidiaries to the extent the Company current provides such service credit) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but excluding for purposes of benefit accrualsaccruals under any defined benefit pension plan or post-employment welfare plan), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents dependents, to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time to be used Time in accordance with the applicable Company’s vacation or paid time off program of policies in effect immediately prior to the Surviving Corporation and its SubsidiariesEffective Time.

New Plans. With respect to each health or welfare benefit or compensation plan, program, policy, arrangement or agreement that is plan made available by the Parent to any Continuing Employee at or after the Effective Time (each such planseach, a “New Parent Plan”), the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its the Company Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or with respect to any defined benefit pension plan. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time; (ii) for purposes of each New Parent Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall will use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old comparable Company Benefit Plan ending on the date that such Continuing Employees’ Employee’s participation in the corresponding New Parent Plan begins to be given full credit pursuant to such New Parent Plan for purposes of satisfying all deductible, co-payments, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Parent 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. With respect to each To the extent that a Company Plan or any comparable compensation or benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation Company and its Subsidiaries shall will (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accrualsbut excluding for the avoidance of doubt any equity, equity based incentive or long term compensation that may be awarded), except that 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. In addition, and without limiting the generality of the foregoing, the Surviving Company and its Subsidiaries will (and Parent will cause the Surviving Company and its Subsidiaries to) use commercially reasonable efforts to 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 Company and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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. Any 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 will be credited to such Continuing Employee as of immediately 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but not for purposes of benefit accrualsaccruals under any defined benefit pension or retiree health plans), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use will undertake commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time Time and will be subject to be used in accordance with the applicable paid time off program vacation policies of the Surviving Corporation and its Subsidiariesas 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. With respect Solely for purposes of determining (i) eligibility to each participate and vesting under any benefit plans maintained by Parent or compensation planany of its Subsidiaries, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after including the Effective Time Surviving Company (each such plans, a “New PlanPlans”) (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 are New Plans, the Surviving Corporation Company and its Subsidiaries shall (and Parent 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 and its Subsidiaries (or any predecessors thereof) 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 and vesting and, solely for purposes the Company or any of accruing paid time off and severance entitlement, benefit accrualsits Subsidiaries as of the Effective Time, except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all the New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to participates immediately before the Effective Time; Time (“Old Plans”), (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries 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 the such Continuing Employees Employee and their his or her covered dependents to the extent same extents such periods, exclusions and requirements were waived or satisfied under the corresponding comparable Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries Company shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time and will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiariesshall not limit future accruals.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, solely entitlement to benefits for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accrualsbut 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 such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or could apply to any defined benefit pension plans. In addition, and without limiting the generality of the foregoing, Parent will, or will cause the Surviving Corporation or any other Subsidiary of Parent to, use commercially reasonable efforts to 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 Parent and its Subsidiaries (other than the Excluded Benefits) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan 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; (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents dependents, to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Company Benefit Plan; and (iii) for purposes of each New Plan providing health benefits, and, during the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to plan year in which the Closing occurs, cause any eligible expenses incurred paid by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiarieswill not limit future accruals.

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but not including for any purpose under equity or equity-based benefit accrualsor 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 such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces at the Effective Time coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall will use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its SubsidiariesDecember 4, 2019).

New Plans. With respect to each For all purposes under the employee benefit or compensation plan, program, policy, arrangement or agreement that is made available plans of Parent and Merger Subsidiary and their affiliates providing benefits to any Continuing Employee at or Affected Employees after the Effective Time (each such plans, a the “New PlanPlans”), the Surviving Corporation and its Subsidiaries each Affected Employee shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee receive credit for all his or her service with the Company, the Company Subsidiaries and its Subsidiaries (or any predecessors thereof) prior to their affiliates before the Effective Time for purposes of eligibility to participate eligibility, vesting and vesting andbenefit accrual (other than benefit accrual under a New Plan that is a defined benefit plan, solely for purposes as defined in Section 3(35) of accruing paid time off and severance entitlement, benefit accruals, except ERISA) to the same extent that it would result in duplication of coverage as such Affected Employee was entitled, before the Effective Time, to credit for such service under any similar or benefitscomparable Company Benefit Plan. In addition, and without limiting the generality of the foregoing, : (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 New Plans to the extent that coverage pursuant to any under such New Plan replaces coverage pursuant to under a corresponding similar or comparable Company Benefit Plan in which such Affected Employee Plan participated immediately before the Effective Time (such plans, collectively, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); and (ii) for For purposes of each New Plan providing health or welfare benefitsmedical, the Surviving Corporation dental, pharmaceutical and/or vision benefits to any Affected Employee, Parent and its Subsidiaries 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 the Continuing Employees such Affected Employee and their his or her covered dependents (but only to the extent that such periodslimitations, exclusions and requirements were would have been waived (or satisfied inapplicable) under the corresponding comparable Old Plan; Plans), and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation Parent and its Subsidiaries Merger Subsidiary shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees such employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees employee and their his or her covered dependents dependants 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. With respect to each To the extent that a benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate eligibility, participation, vesting and vesting and, solely for purposes level of accruing paid time off and severance entitlement, benefit accrualsbenefits, except that (i) such service need not be credited to the extent that it would result in duplication of coverage coverage, benefits or compensation and (ii) no service shall be required to be credited under any plan that provides for defined benefit 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: (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans 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 Plan”) replaces coverage pursuant to previously provided under a corresponding comparable group welfare Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to immediately before the Effective Time; and (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall will use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee Except as otherwise required by applicable Laws at or after the Effective Time (each such plansTime, a “New Plan”)Parent will, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting in 401(k) or similar retirement benefits and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, but not including for any purpose under a defined benefit accrualspension 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 such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, except as otherwise required by applicable Laws, Parent shall take commercially reasonable actions to cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any employee benefit plans sponsored by Parent and all its Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan participated 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the same extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Company Benefit Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred paid by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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, coinsurance co-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate and vesting and, solely and for purposes of accruing paid time off vacation accrual and severance entitlementpay entitlement to the same extent such service was recognized under such Company Plan (or, benefit accrualsin the case of a Comparable Plan, under the similar Company Plan), except that such service need not be credited to the extent that it would result in duplication of coverage or benefitscompensation or benefits or for any purpose under any equity-based plan. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces in the plan year in which the Closing occurs coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan participates immediately before the Effective Time (such plans, the “Old Plans”) in which such Continuing Employee and to the extent that the applicable waiting period under the Old Plan had participated and been satisfied any waiting periods prior to or waived at or before the Effective Time; (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, or welfare benefitsvision benefits to any Continuing Employee in the plan year in which the Closing occurs, the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the same extent such waiting periods, exclusions exclusions, and requirements were waived or satisfied under the corresponding Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will for the plan year in which the Closing occurs cause any eligible expenses incurred by the such Continuing Employees Employee and their 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 date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate of this Agreement).

New Plans. With respect to each For all purposes under the employee benefit or compensation plan, program, policy, arrangement or agreement that is made available plans of Buyer Parent and its Affiliates providing benefits to any Continuing Employee at or Business Employees after the Effective Time Closing (each such plans, a the “New PlanPlans”), the Surviving Corporation and its Subsidiaries each Business Employee shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all credited with his or her years of service with the Company and its Subsidiaries Seller Parties (or any predecessors thereofits Affiliates, as applicable) prior before the Closing, to the Effective Time same extent as such Business Employee was entitled, before the Closing, to credit for purposes of eligibility to participate and vesting and, solely for purposes of accruing paid time off and severance entitlement, benefit accruals, except such service under any similar Company Plans to the extent that it would result is possible under the New Plans on commercially reasonable terms and in duplication of coverage or benefitsaccordance with applicable Law. In addition, and without limiting the generality of the foregoing, to the extent that is possible under the New Plans on commercially reasonable terms and in accordance with applicable Law: (i) each Continuing Business Employee will shall be immediately eligible to participate, without any waiting periodtime, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Employee Plan (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time; (ii) for purposes of each New Plan providing health or and welfare benefitsbenefits to any Business Employee, the Surviving Corporation and its Subsidiaries Buyer Parent shall cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements waiting periods and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees such employee and their his or her covered dependents to the extent such periods, exclusions and requirements were waived or satisfied under the corresponding Old Plandependents; and (iii) for purposes of each New Plan providing group health benefitsbenefits (including medical, the Surviving Corporation and its Subsidiaries dental, pharmaceutical and/or vision) to any Business Employee, Buyer Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by the Continuing Employees such employee and their his or her covered dependents during the portion of the plan year of the Old Company Plan in which such Business Employee participated immediately before the Closing ending on the date that Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees employee and their 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, 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. With respect to each benefit or compensation plan, program, policy, arrangement or agreement To the extent that a Comparable Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its respective Subsidiaries shall will (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, 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 Company Benefit Plan, and (iii) no service shall be required to be credited under any Comparable Plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-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 their respective Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Benefit Plan in which such Continuing Employee Plan participates immediately before the Effective Time (such plans, the “Old Plans”) and (B) during the plan year in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time; (ii) Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with Time and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Benefit Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will undertake commercially reasonable efforts to, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, Parent will undertake commercially reasonable efforts to, or will undertake commercially reasonable efforts to cause the Surviving Corporation and its or any Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived Parent will undertake commercially reasonable efforts to, or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use will undertake commercially reasonable efforts to cause the Surviving Corporation or any Subsidiaries of Parent to, cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiarieswill not limit future accruals.

New Plans. With respect to each benefit To the extent that a Company Plan or compensation plan, program, policy, arrangement or agreement that Comparable Plan is made available to any Continuing Employee at or after the Company Merger Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation Entities and its their respective Subsidiaries shall will (and the Parent shall 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 and its Subsidiaries (or any predecessors thereof) Group prior to the Company Merger Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely (for purposes of accruing paid time off vacation and severance entitlement, benefit accrualsbenefits only) entitlement to benefits where length of service 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 Company Plan, and (iii) no service shall be required to be credited under any Comparable Plan that provides for equity or equity-based, defined benefit pension, deferred compensation or post-termination or retiree welfare benefits. In addition, and without limiting the generality of the foregoing, the Surviving 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 Entities and their respective Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan participates immediately before the Company Merger Effective Time (such plans, the “Old Plans”) in which such Continuing Employee had participated and satisfied any waiting periods prior to the Effective Time); (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to Entities will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Company Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each To the extent that an Employee Plan or any employee benefit or compensation planplan sponsored by the Surviving Corporation and its Subsidiaries (such plans, programcollectively, policy, arrangement or agreement that the “New Plans”) is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits for the same period of service, for purposes of any defined benefit pension plan, for purposes of any Employee Plan or employee benefit plan that is a frozen plan or provides grandfathered benefits, or for purposes of any equity incentive awards granted by Xxxxxx. In addition, and without limiting the generality of the foregoing, Parent shall (or shall cause the Surviving Corporation and its Subsidiaries to) use its reasonable best efforts to cause (i) each Continuing Employee will to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a 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; (ii) for purposes of each New Plan providing health or welfare benefits, the Surviving Corporation 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 each New Plan providing life insurance, medical, dental, pharmaceutical, vision or disability benefits to any Continuing Employee to be waived for the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, 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. With respect to each To the extent that a benefit or compensation plan, program, policy, arrangement or agreement that plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) Group prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely for purposes of accruing paid time off future vacation accrual and determining severance entitlement, benefit accrualsamounts, 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 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 will be required to be credited under any plan that provides for any Excluded Benefit. In addition, and without limiting the generality of the foregoing, the Surviving Corporation 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 New Plans employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries to the extent that coverage pursuant to any such plans (the “New Plan Plan”) replaces coverage pursuant to previously provided under a corresponding comparable 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); (ii) during the plan year in which the Closing Date occurs, for purposes of each New Plan providing health medical, dental, pharmaceutical or welfare benefitsvision benefits to any Continuing Employee, (x) the Surviving Corporation and its Subsidiaries shall 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 such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived or satisfied under the corresponding Old Plan; and (iiiy) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to will cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins Closing Date to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such accrued time to be used limits or forfeitures applied under the Employee Plans in accordance with the applicable paid time off program effect as of the Surviving Corporation and its Subsidiariesdate hereof).

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at At or after the Effective Time (each such plansTime, a “New Plan”)Parent will, the Surviving Corporation and its Subsidiaries shall (and Parent shall 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 and its Subsidiaries (or any predecessors thereof) 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 participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing paid time off vacation accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits and service prior to the Effective Time will not be credited for purposes of a defined benefit pension plan. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by Parent and its Subsidiaries (other than the Company Plans) (such plans, the “New Plans Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable Company Plan in which such Continuing Employee Plan 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); (ii) for purposes of each New Plan providing health medical, dental, pharmaceutical, vision, disability or other welfare benefitsbenefits to any Continuing Employee, Parent will, or will cause the Surviving Corporation and its or any Subsidiaries shall 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 the such Continuing Employees Employee and their his or her covered dependents to the extent such periodsdependents, exclusions and requirements were waived Parent will, or satisfied under the corresponding Old Plan; and (iii) for purposes of each New Plan providing health benefits, will cause the Surviving Corporation and its or any Subsidiaries shall of Parent to, use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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, with such accrued time will not be subject to be used in accordance with the applicable paid time off program of the Surviving Corporation accrual limits or other forfeiture and its Subsidiarieswill not limit future accruals.

New Plans. With respect to each benefit or compensation plan, program, policy, arrangement or agreement To the extent that an Employee Plan is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”)Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause to be granted to such Continuing Employee credit for all service with the Company and its Subsidiaries (or any predecessors thereof) prior to the Effective Time for purposes of eligibility to participate participate, vesting and vesting and, solely entitlement to benefits where length of service is relevant (including for purposes of accruing vacation or paid time time-off accrual and severance pay entitlement, benefit accruals), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits or for purposes of any defined benefit pension plan or post-employment welfare benefits. In addition, and without limiting the generality of the foregoing, (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 Plans”) to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding comparable 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); (ii) for purposes of each New Plan providing health life insurance, medical, dental, pharmaceutical, vision or welfare benefitsdisability benefits to any Continuing Employee, the Surviving Corporation 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 the such Continuing Employees Employee and their his or her covered dependents to the extent same extents such periods, exclusions and requirements were waived or satisfied under the corresponding comparable Old Plan; , and (iii) for purposes of each New Plan providing health benefits, the Surviving Corporation and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by the such Continuing Employees Employee and their his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such Continuing Employees’ 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 and maximum out-of-pocket requirements applicable to such Continuing Employees Employee and their 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 ; and (iii) credit the accounts of immediately prior to the Effective Time will be credited to such Continuing Employee following Employees pursuant to any New Plan that is a flexible spending plan with any unused balance in the Effective Time, with account of such accrued time to be used in accordance with the applicable paid time off program of the Surviving Corporation and its SubsidiariesContinuing Employee.