Common use of Other Employee Benefits Clause in Contracts

Other Employee Benefits. (A) Following the Effective Time, any employee who as of the Effective Time is employed by the Company and the Company Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") shall continue in the employment of the Parent, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective Time, provided, that to the extent such employment was "at-will" immediately prior to the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation (the "Parent Plans"), or under any combination of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: (i) waive (to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured), any exclusions for pre-existing conditions under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes such transfer. (C) Following the Effective Time, Continuing Employees shall be eligible to participate in a qualified cash or deferred arrangement or arrangements under Section 401(k) of the Code sponsored by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable to Parent's similarly-situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentence. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following For a period of not less than twelve (12) months after the Effective TimeClosing Date or, any if later, until December 31, 2018, Parent shall or shall cause the Surviving Corporation to provide to each employee of the Acquired Companies who as of continues employment with Parent or the Surviving Corporation following the Effective Time is employed by the Company and the Company Subsidiaries (referred to herein individually as each, a "“Continuing Employee" ”) with (i) salary or base pay and collectively as the "Continuing Employees") shall continue target bonus and commission opportunities that, in the employment of the Parentaggregate, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after are not less favorable than as provided to each such Continuing Employee immediately prior to the Effective TimeTime and (ii) other compensation and benefits (excluding defined benefit plan benefits, providedequity and equity-based compensation) that, that in the aggregate, are not less favorable than as provided to the extent each such employment was "at-will" Continuing Employee immediately prior to the Effective Time. (b) Parent shall ensure that, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any as of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occursTime, Parent shall provide, or cause to be provided, to each Continuing Employee compensation receives full credit (for all purposes, including eligibility to participate, vesting, benefit accrual, vacation entitlement and employee benefits under either severance benefits) for service with the Acquired Companies (or predecessor employers to the extent the Company Plans or provides such past service credit) under the comparable employee benefit plans plans, programs and programs of Parent, the Surviving Corporation or any Subsidiary policies of Parent or the Surviving Corporation (Corporation, as applicable, in which such employees became participants; provided, however, that the "Parent Plans"), or foregoing shall not apply with respect to benefit accrual under any combination defined benefit pension plan or to the extent that its application would result in a duplication of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after benefits. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Benefit Plan as of the Effective Time. With respect to each health or their respective Subsidiaries to: welfare benefit plan maintained by Parent or the Surviving Corporation for the benefit of Continuing Employees, Parent shall (i) waive (cause to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured)be waived any eligibility waiting periods, any exclusions for evidence of insurability requirements and the application of any pre-existing conditions condition limitations under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; plan, and (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable cause each Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited be given credit under such Company Plan plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage all amounts paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each similar Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such transferamounts had been paid in accordance with the terms and conditions of the plans maintained by Parent or the Surviving Corporation, as applicable, for the plan year in which the Effective Time occurs. (Cc) Following Parent shall cause the Surviving Corporation to assume and honor in accordance with their terms (including terms relating to the amendment or termination of such plans, agreements and arrangements) all deferred compensation plans, agreements and arrangements, severance and separation pay plans, agreements and arrangements, and all written employment, severance, retention, incentive, change in control and termination agreements (including any change-in-control provisions therein) applicable to employees of the Company and in effect immediately prior to the Effective Time. (d) If directed by Parent in writing at least ten (10) Business Days prior to the Acceptance Time, Continuing Employees the Company shall be eligible terminate any and all Company Benefit Plans intended to participate in a qualified cash or deferred arrangement or arrangements qualify under Section 401(k) of the Code sponsored by (the “401(k) Plans”), effective not later than the Business Day immediately preceding the Acceptance Time. In the event that Parent or a Subsidiary of Parent for the benefit of their eligible employeesrequests that such 401(k) Plan(s) be terminated, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated pursuant to resolutions of the Company Board (the form and substance of which shall be subject to review and reasonable approval by Parent). (e) Nothing in this Section 6.7 or elsewhere in this Agreement is intended nor shall be construed to (i) be treated as an amendment to any particular Company Benefit Plan, (ii) prevent Parent from amending or terminating any of its Subsidiaries for purposes of determining the amount of company contributions benefit plans or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained Company Benefit Plan assumed by Parent, in each case, in accordance their terms, (iii) create a right in any employee to employment with Parent or the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable to Parent's similarly-situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentence. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon create any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary rights in any employee of this Agreementthe Company with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee by Parent or the Company or under any benefit plan which Parent, the Company or the Surviving Corporation may maintain.

Other Employee Benefits. (Aa) Following the Effective Time, any employee who as of the Effective Time is employed by the Company and the Company Subsidiaries (referred to herein individually as a "“Continuing Employee" ” and collectively as the "“Continuing Employees"”) shall continue in the employment of the Parent, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective Time, provided, that to the extent such employment was "“at-will" ” immediately prior to the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation (the "“Parent Plans"”), or under any combination of the Company Plans and the Parent Plans. (Bb) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: (i) waive (to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured), any exclusions for pre-existing conditions under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes such transfer. (Cc) Following the Effective Time, Continuing Employees shall be eligible to participate in a qualified cash or deferred arrangement or arrangements under Section 401(k) of the Code sponsored by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (Dd) Following the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable to Parent's ’s similarly-situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' ’ employees, provided that Continuing Employees shall be required to enter into Parent's ’s standard release as a condition to the receipt of any benefits under Parent's ’s severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' ’ employees according to the preceding sentence. (Ee) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (Ff) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (Gg) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ’s ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following the Effective Time, any employee who as Parent agrees that all Employees of the Effective Time is employed by the Company and the Company its Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") shall who continue in the employment of the with Parent, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective TimeTime (“Continuing Employees”) shall, provided, that to the extent such employment was "at-will" immediately prior to following the Effective Time, such employment be eligible to participate in Parent’s employee benefit plans (including equity plans, profit sharing plans, severance plans and health and welfare benefit plans) to substantially the same extent as similarly situated employees of Parent. (b) Parent shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to employment with Parentensure that, the Surviving Corporation, or any as of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occursTime, Parent shall provide, or cause to be provided, to each Continuing Employee compensation receives credit (for purposes of eligibility to participate, vesting (other than with respect to stock options granted by Parent after the Effective Time), benefit accrual, and employee benefits under either vacation entitlement) for service with the Company Plans or its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) to the extent similarly situated employees of Parent receive credit under the comparable employee benefit plans plans, programs and programs of Parent, the Surviving Corporation or any Subsidiary policies of Parent or the Surviving Corporation (the "Parent Plans")Corporation, or under any combination of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medicalas applicable, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after such employees became participants. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Plan as of the Effective Time. With respect to each health or their respective Subsidiaries to: (i) waive (to welfare benefit plan maintained by Parent or the extent such Surviving Corporation for the benefit of Continuing Employees, Parent Plan is self-insured), or shall use its commercially reasonable efforts to waive (i) cause to the extent such Parent Plan is insured)be waived any eligibility waiting periods, any exclusions for evidence of insurability requirements and the application of any pre-existing conditions condition limitations under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; plan, and (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable cause each Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited be given credit under such Company Plan plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage all amounts paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each similar Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes such transfer. (C) Following the Effective TimeTime for purposes of applying deductibles, Continuing Employees shall be eligible to participate co-payments and out-of-pocket maximums as though such amounts had been paid in a qualified cash or deferred arrangement or arrangements under Section 401(k) accordance with the terms and conditions of the Code sponsored plans maintained by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, as applicable, for the plan year in which the Effective Time occurs. Parent shall take, or their respective Subsidiaries. Without limiting shall cause to be taken, all action necessary to amend its defined contribution plan if required or necessary to implement the generality direct transfer of the foregoing, account balance of each Continuing Employees shall not be eligible Employee from the trustee of the Company’s defined contribution plan to participate in any Parent Plans under which new Parent employees are not currently eligible to participatethe trustee for the Parent’s defined contribution plan as soon as administratively practicable following the Effective Time. (Dc) Following Nothing in this Section 5.14 shall alter the Effective Time, Continuing Employees shall receive credit for past service (calculated under at-will status of the method applicable to Parent's similarly-situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its Company’s and its Subsidiaries' ’ U.S.-based employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentence. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (A) Following Buyer shall recognize the Effective Timeprior service with Seller and its Affiliates of Personnel for all purposes, any including, without limitation, eligibility, vesting, and benefit determination and accrual, in connection with Buyer's policies covering vacations, bonuses, sickness and disability leave and all other employee benefits and policies, but excluding Buyer's profit sharing plan. Except as otherwise provided in this Agreement, Personnel and their eligible dependents who as of the Effective Time is employed by the Company are enrolled in medical, dental, life insurance and the Company Subsidiaries (referred long-term disability plans available to herein individually such Personnel as a "Continuing Employee" and collectively as the "Continuing Employees") shall continue in the result of their employment of the Parent, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective Time, provided, that to the extent such employment was "at-will" by Seller immediately prior to the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement Transition Date shall be construed eligible to create a right enroll in any Continuing Employee plan or plans established by Buyer which provide similar benefits to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end its employees as of the calendar year Transition Date. If Personnel enroll in which the Effective Time occurssuch plans, Parent no physical examination or other proof of insurability shall providebe required. Also, all coverage exclusions and limitations relating to waiting periods or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation (the "Parent Plans"), or under any combination of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: (i) waive (to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured), any exclusions for pre-existing conditions under with respect to such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his personnel or her transfer to the Parent Plan; (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee their dependents shall be waived. Buyer shall be responsible for any applicable co-payments or premiums for voluntary perpetuating the group health plan continuation coverage required pursuant to be made under such Parent PlansSection 4980B of the Internal Revenue Code of 1986, as amended, and Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (iv"ERISA") provide each applicable Continuing Employee for all Personnel and their eligible dependents and shall cover such Personnel under Buyer's own group health plan to accommodate this requirement. Buyer shall indemnify and hold Seller and its Affiliates harmless from and against any and all liability Seller or its Affiliates incur after Closing under the provisions of Section 4980B or the Code or Sections 601 through 609 of ERISA with credit for any unused account balance in each Company Plan that includes a flexible spending account before his or her transfer respect to any analogous Parent Plan for Personnel, or dependent or spouse of such Personnel, who had or has a "qualifying event" (within the plan year that includes such transfer. (C) Following the Effective Time, Continuing Employees shall be eligible to participate in a qualified cash or deferred arrangement or arrangements under meaning of Section 401(k4980B(f)(3) of the Code sponsored by Parent Code) on or after the Transition Date. Any expenses incurred prior to and including the Transition Date which are used to satisfy deductibles or co-pay amounts for 1997 under the welfare benefit plans (as defined under Section 3(1) of ERISA) that Personnel or their dependents participated in as a Subsidiary of Parent for the benefit result of their eligible employees, provided that Continuing Employees employment with Seller immediately prior to the Transition Date may be used to satisfy any deductibles and co-pay amounts for Buyer's current plan year under the corresponding plans of Buyer. Seller shall not be entitled provide necessary information to receive credit for past service with Buyer pertaining to deductibles and co-pays incurred by Personnel prior to the Company or its Subsidiaries for purposes of determining Transition Date. Seller shall also provide information to Buyer regarding the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, prior service and the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following the Effective Time, Continuing Employees shall receive credit for past credited service (calculated under the method applicable to Parent's similarly-situated employees) date with the Company Seller and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt Affiliates of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentencePersonnel. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following For a period of not less than one (1) year after the Effective TimeClosing Date, any employee who as of the Effective Time is employed by the Company and the Company Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") Parent shall, or shall continue in the employment of the Parent, cause the Surviving Corporation or any Subsidiary to, provide to each employee of the Parent or Surviving Corporation after the Effective Time, provided, that to the extent such employment was "at-will" Acquired Companies who is employed as of immediately prior to the Effective Time, such employment shall continue to be at-will Time and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to continues employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation following the Closing Date (each, a “Continuing Employee”) with (i) (A) annual base salary or base hourly wage rate (as applicable) in an amount at least equal to the "Parent Plans")level that was provided to each such Continuing Employee as of immediately prior to the Effective Time and (B) short-term (i.e., annual or under any combination of the Company Plans shorter) and long-term incentive compensation opportunities (including bonuses and commissions and the Parent Plansvalue of equity awards) and employee benefits that are no less favorable in the aggregate than the lesser of what is currently provided to Continuing Employees and those provided to similarly-situated employees of Parent. (Bb) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: (i) waive (to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive provide each Continuing Employee, subject to applicable law and applicable tax qualification requirements, with full credit for purposes of eligibility to participate (but not for purposes of benefit accrual, vacation entitlement, or severance benefits) for service with the Acquired Companies (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent Plan is insured)or the Surviving Corporation, as applicable, in which such employees become participants; provided, however, that such service shall not be credited to the extent that such service was not credited under the corresponding Company Benefit Plan; provided, further, that the foregoing shall not apply with respect to benefit accrual under any exclusions for pre-existing conditions under such Parent Plans defined benefit pension plan or to the extent that its application would result in a lack duplication of coverage for benefits. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued but not used under any condition for applicable Company Benefit Plan as of the Effective Time, which shall be subject to accrual limits or forfeiture to the same extent as provided under the applicable Company Benefit Plan as of immediately prior to the Effective Time. (c) From and after the Effective Time, with respect to each benefit plan maintained by Parent or the Surviving Corporation that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA (each, a “Parent Welfare Plan”) in which any Continuing Employee is or becomes eligible to participate, Parent shall use commercially reasonable efforts to (i) cause each such Parent Welfare Plan to waive all limitations as to pre-existing conditions, waiting periods, required physical examinations, and exclusions with respect to participation and coverage requirements applicable under such Parent Welfare Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations, and exclusions would not have applied or ​ would have been entitled to coverage waived under the corresponding Company Benefit Plan in which such Continuing Employee was an active a participant immediately before his prior to his, her or her transfer their commencement of participation in such Parent Welfare Plan; provided, however, that for purposes of clarity, to the Parent Plan; extent such benefit coverage includes eligibility conditions based on periods of employment, Section 6.8(b) shall control, and (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans at Parent’s sole discretion either (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); (iiiA) provide each applicable Continuing Employee and their eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and premiums for voluntary coverage paid by prior to the date that, such Continuing Employee before his or her transfer to any commences participation in such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) Welfare Plan in satisfying any applicable deductible, co-payment or deductible requirements or out-of-pocket requirements or coverage levels maximums under any such Parent Plans Welfare Plan for the plan year applicable calendar year, to the extent that includes such transfer; provided that, expenses were recognized for such purposes under the comparable Company Benefit Plan or (B) provide each such Continuing Employee with benefits that are no less favorable in the aggregate than any such credits described in clause (A) above. (d) Parent shall, or shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Planscause the Surviving Corporation to, assume and honor in accordance with their terms (i) all severance, change in control and separation pay plans, agreements, and arrangements, and (ivii) provide each all written employment, severance, retention, incentive, change in control and termination agreements (including any change in control provisions therein) applicable Continuing Employee with credit to employees of the Acquired Companies and in effect immediately prior to the Effective Time. Parent hereby acknowledges that the consummation of the Offer constitutes a “change of control”, a “change in control” or a “sale event” (or a term of similar import) for purposes of any unused account balance in each Company Benefit Plan that includes contains a flexible spending account before his definition of “change of control”, a “change in control,” or her transfer to any analogous Parent Plan for the plan year that includes such transfera “sale event” (or a term of similar import), as applicable. (Ce) Following If directed by Xxxxxx in writing at least ten (10) Business Days prior to the Effective Acceptance Time, Continuing Employees the Company shall be eligible terminate any and all Company Benefit Plans intended to participate in a qualified cash or deferred arrangement or arrangements qualify under Section 401(k) of the Code (the “Company 401(k) Plan”), effective not later than the Business Day immediately preceding the Closing Date. In the event that Parent requests that such Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Company 401(k) Plan has been terminated pursuant to resolutions of the Company Board (the form and substance of which shall be subject to reasonable review and comment by Parent). In the event of the termination of the Company 401(k) Plan following such a request by Parent, a 401(k) plan sponsored by Parent or one of its Affiliates shall accept a Subsidiary direct rollover of distributions from such Company 401(k) Plan(s) of the account balances of each Continuing Employee if such rollover is elected in accordance with applicable Law by such Continuing Employee. (f) Nothing in this Section 6.8 or elsewhere in this Agreement is intended nor shall be construed to (i) be treated as an amendment to any particular Company Benefit Plan, (ii) prevent Parent for from amending or terminating any of its benefit plans in accordance with their terms, (iii) create a right in any employee to employment with Parent, the benefit Surviving Corporation or any Acquired Company, or (iv) create any third-party beneficiary rights in any Person with respect to the compensation, terms and conditions of their eligible employeesemployment, and/or benefits that may be provided that to any Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained Employee by Parent, the Surviving Corporation, or their respective Subsidiariesany Acquired Company or under any benefit plan which Parent, any Acquired Company or the Surviving Corporation may maintain. Without limiting For the generality avoidance of doubt, nothing herein shall require ​ Parent or the foregoing, Continuing Employees shall not be eligible Surviving Corporation to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following continue the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable to Parent's similarly-situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt employment of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentence. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment Employee for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreementtime.

Other Employee Benefits. (Aa) Following the Effective Time, any Parent agrees that each employee who as of the Effective Time is employed by Company or any Subsidiary of the Company and the Company Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") shall continue in the who continues employment of the with Parent, the Surviving Corporation or any Subsidiary of the Parent Company or the Surviving Corporation after the Acceptance Time (a “Continuing Employee”) shall be provided, for a period extending until at least the first anniversary of the Effective Time, providedwith (i) an annual salary or hourly wage rate, as applicable, and annual cash bonus opportunities that are, in the aggregate, no less favorable to such Continuing Employee than the extent salary or hourly wage rate and annual cash bonus opportunities provided to such employment was "at-will" Continuing Employee by the Company or the relevant Subsidiary of the Company immediately prior to the Effective Acceptance Time, and (ii) continuation of coverage under the Company’s or the relevant Subsidiary’s tax qualified and welfare benefit plans and arrangements, or alternatively, benefits under a different plan or plans; provided, however, that in each case such employment benefits shall continue be substantially comparable in the aggregate to be atthose in effect immediately prior to the Acceptance Time, excluding any equity-will and subject to termination at any time for any based plans, programs or no reasonarrangements. Nothing in this Agreement (A) shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of require Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation to continue to employ any particular Company Employee following the Effective Time, or (B) shall be construed to prohibit Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation from amending or terminating any Company Benefit Plan. (b) Parent shall ensure that, as of the Effective Time, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual) for service with the Company or its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under each of the comparable employee benefit plans, programs and policies of Parent or the Surviving Corporation (the "Parent Plans")Corporation, or under any combination of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medicalas applicable, dental, disability or prescription drug coverage in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any Continuing Employees become eligible to participate after duplication of benefits. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Benefit Plan as of the Effective Time. With respect to each health or their respective Subsidiaries to: welfare benefit plan maintained by Parent or the Surviving Corporation for the benefit of any Continuing Employees, subject only to any required approval of the applicable insurance provider, if any, Parent shall (i) waive (cause to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured)be waived any eligibility waiting periods, any exclusions for evidence of insurability requirements and the application of any pre-existing conditions condition limitations under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; plan, and (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable cause each Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited be given credit under such Company Plan plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage all amounts paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each similar Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Benefit Plan for the plan year that includes such transfer. (C) Following the Effective TimeTime for purposes of applying deductibles, Continuing Employees shall be eligible to participate co-payments and out-of-pocket maximums as though such amounts had been paid in a qualified cash or deferred arrangement or arrangements under Section 401(k) accordance with the terms and conditions of the Code sponsored applicable plan maintained by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting as applicable, for the generality of plan year in which the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participateEffective Time occurs. (Dc) Following Parent shall cause the Effective TimeSurviving Corporation to assume and honor in accordance with their terms all deferred compensation plans, Continuing Employees shall receive credit for past service agreements and arrangements, severance and separation pay plans, agreements and arrangements, and written employment, severance, retention, incentive, change in control and termination agreements (calculated under including any change in control provisions therein) set forth in Part 5.9(c) of the method Company Disclosure Schedule applicable to Parent's similarly-situated employees) with employees of the Company and its Subsidiaries for purposes of eligibility to participate Subsidiaries, in the generally applicable severance plan currently maintained by Parent for its same manner and its Subsidiaries' employees, provided to the same extent that Continuing Employees shall the Company would be required to enter into Parent's standard release as a condition to perform and honor such plans, agreements and arrangements if the receipt of any benefits under Parent's severance plan and shall Merger had not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentencebeen consummated. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following the Effective Time, any employee who as Parent agrees that all employees of the Effective Time is employed by the Company and the Company Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") shall who continue in the employment of the Parent, the Surviving Corporation or any Subsidiary of the with Parent or the Surviving Corporation after the Effective Time (“Continuing Employees”) shall, following the Effective Time: (i) be entitled to receive base pay, providedbonus and commission targets, that severance and other benefits substantially similar to those in place with respect to similarly situated employees of Parent; and (ii) be eligible to participate in Parent’s employee benefit plans (including any profit sharing plans, bonus plans, severance plans and health and welfare benefit plans) to the same extent such as similarly situated employees of Parent. Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific employee benefit plans or to continue the employment was "at-will" immediately prior to of any specific person. (b) Parent shall ensure that, as of the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation receives full credit (for all purposes, including eligibility to participate, vesting, benefit accrual, vacation entitlement and employee benefits under either severance benefits) for service with the Company Plans (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans plans, programs and programs of Parent, the Surviving Corporation or any Subsidiary policies of Parent or the Surviving Corporation (Corporation, as applicable and to the "Parent Plans")extent allowed under such plan, program or policy, in which such employees became participants; provided, however, that the foregoing shall not apply with respect to benefit accrual under any combination defined benefit pension plan or to the extent that its application would result in a duplication of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after benefits. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Plan as of the Effective Time. With respect to each health or their respective Subsidiaries towelfare benefit plan maintained by Parent or the Surviving Corporation for the benefit of Continuing Employees, Parent shall, to the extent allowed under such plan: (i) waive (cause to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured)be waived any eligibility waiting periods, any exclusions for evidence of insurability requirements and the application of any pre-existing conditions condition limitations under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Planplan; and (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable cause each Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited be given credit under such Company Plan plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage all amounts paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each similar Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such transferamounts had been paid in accordance with the terms and conditions of the plans maintained by Parent or the Surviving Corporation, as applicable, for the plan year in which the Effective Time occurs. (Cc) Following Parent shall cause the Effective Surviving Corporation to assume and honor in accordance with their terms all deferred compensation plans, agreements and arrangements, severance and separation pay plans, agreements and arrangements, and all written employment, severance, retention, incentive, change in control and termination agreements (including any change in control provisions therein) applicable to employees of the Company. (d) If directed by Parent in writing at least 10 business days prior to the Acceptance Time, Continuing Employees the Company shall be eligible terminate any and all Company Plans intended to participate in a qualified cash or deferred arrangement or arrangements qualify under Section 401(k) of the Code sponsored Code, effective not later than the business day immediately preceding the Acceptance Time. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with evidence that such 401(k) plan(s) have been terminated pursuant to resolutions of the Company Board (the form and substance of which shall be subject to review and reasonable approval by Parent). (e) Nothing in this Section 5.8 or elsewhere in this Agreement is intended nor shall be construed to (i) be treated as an amendment to any particular Company Plan, (ii) prevent Parent from amending or terminating any of its benefit plans in accordance their terms, (iii) create a right in any employee to employment with Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable to Parent's similarly-situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentence. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon create any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary rights in any employee of this Agreementthe Company with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee by Parent or the Company or under any benefit plan which Parent, the Company or the Surviving Corporation may maintain.

Other Employee Benefits. (Aa) Following During the Effective Time, any employee who as of the Effective Time is employed by the Company and the Company Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") shall continue in the employment of the ParentTerm, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective Time, provided, that to the extent such employment was "at-will" immediately prior to the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement Employee shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation (the "Parent Plans"), or under any combination of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: entitled (i) waive (to vacation time in accordance with the extent such Parent Plan is self-insured), or use commercially reasonable efforts Company's policy from time to waive (to the extent such Parent Plan is insured), any exclusions for pre-existing conditions under such Parent Plans that would result time in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Planeffect; (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan participate in which any applicable Continuing Employee was an active participant immediately before his all employee insurance and other fringe benefit programs, including, without limitation, life, health, dental and accident insurance plans and long term disability now or her transfer to any such Parent Plans (after taking into account any prior service with hereafter maintained by the Company for senior executive or its Subsidiaries credited under such Company Plan other salaried personnel for purposes of satisfying such waiting period)which the Employee is eligible; and (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes such transfer. (C) Following the Effective Time, Continuing Employees shall be eligible to participate in a qualified cash or deferred arrangement or arrangements under Section 401(k) pension plan with terms similar to those applicable to executives of the Code sponsored Company. (b) During the Term, the Employee shall be entitled to a monthly auto allowance of $800.00 to cover all costs associated with the ownership, maintenance, repair and insurance for such vehicle. The Employee shall maintain general liability insurance against any and all claims for personal injury and property damage arising out of the operation or use of the automobile by Parent the Employee during the course of Employee's performance of services on behalf of the Company. Such insurance shall have limits of liability for injuries to any number of persons in any one accident or occurrence or for damage to property in any one accident or occurrence in amounts reasonably acceptable to the Company. The Employee shall have the Company named as an additional insured under such policy of insurance. The Employee shall provide to the Company appropriate and acceptable evidence of his compliance with the provisions of this paragraph, such as certificates of insurance or copies of the policies. Such certificates or policies shall provide that such insurance will not be cancelled or materially amended unless fifteen (15) days prior to written notice of such cancellation or amendment is given to the Company. The automobile utilized by Employee shall be a Subsidiary of Parent make and model appropriate for the benefit of their eligible employeesposition held by the Employee. In the event the Employee relocates to the Company's corporate headquarters in Columbus, provided that Continuing Employees Ohio, the Employee shall not be entitled to receive credit for past service with a monthly auto allowance; provided, however, that the automobile allowance amount that had been payable to Employee prior to such relocation will be added to his then-current Base Salary pursuant to Section 4(a) above. (c) As of the date hereof, MBW Investors LLC will issue to Employee 12 Class D Units. Employee understands that these Class D Units are part of an aggregate of 100 Class D Units issued or to be issued to operating management of the Company. Employee understands that, in the discretion of the Chairman of MBW Investors LLC, additional Class D Units may be issued to Employee. Employee further understands that, as provided in the LLC Agreement, Class D Units in addition to the initial 100 Class D Units may be issued by MBW Investors LLC to other persons. Employee agrees to execute such documents as may be required or reasonably requested by the Company or its Subsidiaries for purposes MBW Investors LLC in connection with the issuance of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible Class D Units to participate in any Parent Plans under which new Parent employees are not currently eligible to participateEmployee. (Dd) Following It is contemplated that Employee shall have the Effective Time, Continuing Employees shall receive credit for past service opportunity to purchase certain Class A Units (calculated under as defined in the method applicable LLC Agreement) of MBW Investors LLC. It is also contemplated any such purchase of Class A Units would be subject to Parent's similarly-situated employees) a minimum investment of $25,000 with the maximum investment to be determined by MBW Investors LLC. It is further contemplated that the Company would loan to the Employee up to $75,000 for the purpose of purchasing Class A Units and its Subsidiaries for purposes that any such loan would be repaid over a three year period with interest paid quarterly. Employee understands, however, that the timing and the terms and conditions of eligibility the opportunity, if any, to participate purchase Class A Units shall be solely determined in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt discretion of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentenceMBW Investors LLC. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following the Effective Time, any Parent shall or shall cause the Surviving Corporation to maintain in effect employee who benefit plans and arrangements for employees of the Surviving Corporation and its subsidiaries providing benefits that in the aggregate for such employees are no less favorable than those provided to similarly situated employees of Parent and its Affiliates, taking into account the employees’ performance and geographic location. (b) Parent shall ensure that employees of the Company and its subsidiaries as of the Effective Time is employed by receive credit (for all purposes including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company and its subsidiaries (to the same extent such service credit was granted under the Company Subsidiaries (referred to herein individually as a "Continuing Employee" Plans) under the comparable employee benefit plans, programs and collectively as the "Continuing Employees") shall continue in the employment policies of the Parent, Parent and the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation and its subsidiaries in which such employees became participants. (c) From and after the Effective Time, providedParent shall (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any self-funded group health plans of Parent or its subsidiaries to be waived with respect to the employees of the Company and its subsidiaries and their eligible dependents and (ii) give each of such employees credit for the plan year in which the Effective Time occurs toward applicable deductibles and annual out of pocket limits for expenses incurred prior to the Effective Time for which payment has been made. With respect to any insured group health plans of Parent or its subsidiaries, that the above provisions shall apply to the extent the Parent or its subsidiary can obtain approval from the applicable insurer. (d) Parent shall cause the Surviving Corporation to assume and honor in accordance with their terms all written employment, severance, retention and termination agreements (including any change in control provisions therein) applicable to employees of the Company and its subsidiaries. (e) Section 5.9(a)-(d) shall not operate to duplicate any benefit provided to any employee, require Parent to continue in effect any specific Company employee benefit plan or Parent employee benefit plan (or prevent the amendment, modification or termination thereof), or prohibit the termination of any specific employee, following the Effective Time. (f) Effective as of the day immediately preceding the Effective Time, the Company shall terminate all Benefit Plans that are self-funded “employee benefit plans” within the meaning of ERISA or that are intended to include a Code Section 401(k) arrangement (collectively, “Terminable Benefit Plans) (unless Parent provides written notice to the Company no later than three business days prior to the Effective Time that any such employment was "at-will" immediately Terminable Benefit Plan(s) shall not be terminated). Unless Parent provides such written notice to the Company, no later than three business days prior to the Effective Time, the Company shall provide Parent with evidence that such employment Terminable Benefit Plan(s) have been terminated (effective no later than the day immediately preceding the Effective Time) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall continue to be at-will and subject to review and approval of Parent (which approval shall not be unreasonably withheld). The Company also shall take such other actions in furtherance of terminating such Terminable Benefit Plan(s) as Parent may reasonably require. In the event that termination at 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 and/or fees and provide such estimate in writing to Parent no later than ten business days prior to the Effective Time. (g) If the Company is required to terminate any time for 401(k) plan: (i) Company shall make all contributions (including salary deferrals, matching contributions and discretionary employer contributions) in accordance with the terms of the 401(k) plan and past practice to employees who are eligible under the terms of any or no reason. Nothing in this Agreement shall be construed 401(k) plan as if the date of plan termination prior to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through were the end last day of the calendar year in which the Effective Time occursplan year, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation (the "Parent Plans"), or under any combination of the Company Plans and the Parent Plans. (Bii) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after immediately following the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: (i) waive (to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured), any exclusions for pre-existing conditions under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes such transfer. (C) Following the Effective Time, Continuing Employees employee participants shall be eligible to participate in a tax-qualified cash or deferred arrangement or arrangements under retirement plan intended to include a Code Section 401(k) of the Code sponsored arrangement maintained by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable to Parent's similarly-situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its termssubsidiary, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentence. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended Parent shall permit the rollover of no more than one participant loan per participant to confer upon any current such 401(k) plan of Parent or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreementsubsidiary.

Other Employee Benefits. (A) Following the Effective Time, any employee who as of the Effective Time is employed by the Company and the Company Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") shall continue in the employment of the Parent, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective Time, provided, that to the extent such employment was "at-will" immediately prior to the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation (the "Parent Plans"), or under any combination of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: (i) waive (to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured), any exclusions for pre-existing conditions under such Parent Plans that would result in a lack of A-44 coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes such transfer. (C) Following the Effective Time, Continuing Employees shall be eligible to participate in a qualified cash or deferred arrangement or arrangements under Section 401(k) of the Code sponsored by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable to Parent's similarly-similarly- situated employees) with the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentence. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, A-45 or dependents or beneficiaries of employees or retirees) any right as a third-third- party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following Parent may contact the Effective Time, any employee who as employees of the Effective Time is employed by the Company and its Subsidiaries as of immediately prior to the Company Subsidiaries Acceptance Time in connection with preparing, making or determining whether to make offers of new employment with Parent or the Surviving Corporation (referred to herein individually as or a "Continuing Employee" and collectively as the "Continuing Employees") shall continue in the employment Subsidiary of the Surviving Corporation) following the Acceptance Time, on terms and conditions that the Parent determines in its sole discretion. Each individual who accepts an offer of employment with Parent, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective Acceptance Time shall be referred to as a “Continuing Employee”. Notwithstanding anything to the contrary herein or otherwise, subject to any contractual or legal rights that a Continuing Employee may have, following the Acceptance Time, providedthe Parent may, that in its sole discretion, amend, modify or terminate any employee benefit program, including, without limitation, any plan, program or arrangement providing for severance, termination or change in control benefits, in which a Continuing Employee may be participating in, or eligible for a benefit under, as of, or at any time following, the Acceptance Time. (b) Parent shall ensure that, as of the Acceptance Time, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, benefit accrual and vacation entitlement, but excluding any defined benefit arrangements and severance benefits) for service with the Company or its Subsidiaries (or predecessor employers to the extent such employment was "at-will" immediately prior to the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or provides such past service credit) under the comparable employee benefit plans plans, programs and programs of Parent, the Surviving Corporation or any Subsidiary policies of Parent or the Surviving Corporation (the "Parent Plans")Corporation, or under any combination as applicable, in which such employees became participants, except where doing so would cause a duplication of benefits. As of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate after the Effective Acceptance Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Plan as of the Acceptance Time. With respect to each health or their respective Subsidiaries to: welfare benefit plan maintained by Parent or the Surviving Corporation for the benefit of Continuing Employees, Parent shall (i) waive cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) subject to the extent such Parent Plan is self-insured), or use terms of the applicable plans shall take commercially reasonable efforts to waive (cause each Continuing Employee to the extent such Parent Plan is insured), any exclusions for pre-existing conditions be given credit under such Parent Plans that would result in a lack of coverage plan for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage all amounts paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each similar Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes the Acceptance Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such transfer. (C) Following amounts had been paid in accordance with the Effective Time, Continuing Employees shall be eligible to participate in a qualified cash or deferred arrangement or arrangements under Section 401(k) terms and conditions of the Code sponsored plans maintained by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting as applicable, for the generality of plan year in which the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participateAcceptance Time occurs. (Dc) Following Parent shall cause the Effective TimeSurviving Corporation to assume and honor in accordance with their terms all deferred compensation plans, Continuing Employees shall receive credit for past service agreements and arrangements, severance and separation pay plans, agreements and arrangements, and all written employment, severance, retention, incentive, change in control and termination agreements (calculated under the method including any change in control provisions therein) applicable to Parent's similarly-situated employees) with employees of the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentenceCompany. (Ed) Following The Company shall have performed the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its SubsidiariesOperational Covenant. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following the Effective Time, any Parent agrees that each employee who as of the Effective Time is employed by Company or any Subsidiary of the Company and the Company Subsidiaries (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees") shall continue in the who continues employment of the with Parent, the Surviving Corporation or any Subsidiary of the Parent Company or the Surviving Corporation after the Acceptance Time (a "Continuing Employee") shall be provided, for a period extending until at least the first anniversary of the Effective Time, providedwith (i) an annual salary or hourly wage rate, as applicable, and annual cash bonus opportunities that are, in the aggregate, no less favorable to such Continuing Employee than the extent salary or hourly wage rate and annual cash bonus opportunities provided to such employment was "at-will" Continuing Employee by the Company or the relevant Subsidiary of the Company immediately prior to the Effective Acceptance Time, and (ii) continuation of coverage under the Company's or the relevant Subsidiary's tax qualified and welfare benefit plans and arrangements, or alternatively, benefits under a different plan or plans; provided, however, that in each case such employment benefits shall continue be substantially comparable in the aggregate to be atthose in effect immediately prior to the Acceptance Time, excluding any equity-will and subject to termination at any time for any based plans, programs or no reasonarrangements. Nothing in this Agreement (A) shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of require Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation to continue to employ any particular Company Employee following the Effective Time, or (B) shall be construed to prohibit Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation from amending or terminating any Company Benefit Plan. (b) Parent shall ensure that, as of the Effective Time, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual) for service with the Company or its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under each of the comparable employee benefit plans, programs and policies of Parent or the Surviving Corporation (the "Parent Plans")Corporation, or under any combination of the Company Plans and the Parent Plans. (B) With respect to any Parent Plans that provide group medicalas applicable, dental, disability or prescription drug coverage in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any Continuing Employees become eligible to participate after duplication of benefits. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Benefit Plan as of the Effective Time. With respect to each health or their respective Subsidiaries to: welfare benefit plan maintained by Parent or the Surviving Corporation for the benefit of any Continuing Employees, subject only to any required approval of the applicable insurance provider, if any, Parent shall (i) waive (cause to the extent such Parent Plan is self-insured), or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured)be waived any eligibility waiting periods, any exclusions for evidence of insurability requirements and the application of any pre-existing conditions condition limitations under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; plan, and (ii) waive any coverage waiting periods under any such Parent Plans to the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan in which any applicable cause each Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited be given credit under such Company Plan plan for purposes of satisfying such waiting period); (iii) provide each applicable Continuing Employee with credit for any co-payments deductibles and premiums for voluntary coverage all amounts paid by such Continuing Employee before his or her transfer to any such Parent Plans (to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transfer; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required to be made under such Parent Plans, and (iv) provide each applicable Continuing Employee with credit for any unused account balance in each similar Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Benefit Plan for the plan year that includes such transfer. (C) Following the Effective TimeTime for purposes of applying deductibles, Continuing Employees shall be eligible to participate co-payments and out-of-pocket maximums as though such amounts had been paid in a qualified cash or deferred arrangement or arrangements under Section 401(k) accordance with the terms and conditions of the Code sponsored applicable plan maintained by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting as applicable, for the generality of plan year in which the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participateEffective Time occurs. (Dc) Following Parent shall cause the Effective TimeSurviving Corporation to assume and honor in accordance with their terms all deferred compensation plans, Continuing Employees shall receive credit for past service agreements and arrangements, severance and separation pay plans, agreements and arrangements, and written employment, severance, retention, incentive, change in control and termination agreements (calculated under including any change in control provisions therein) set forth in Part 5.9(c) of the method Company Disclosure Schedule applicable to Parent's similarly-situated employees) with employees of the Company and its Subsidiaries for purposes of eligibility to participate Subsidiaries, in the generally applicable severance plan currently maintained by Parent for its same manner and its Subsidiaries' employees, provided to the same extent that Continuing Employees shall the Company would be required to enter into Parent's standard release as a condition to perform and honor such plans, agreements and arrangements if the receipt of any benefits under Parent's severance plan and shall Merger had not be entitled to receive the additional severance benefits under such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentencebeen consummated. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Other Employee Benefits. (Aa) Following Group health, vision, and dental insurance, group term life insurance, and accidental death and dismemberment insurance, short and long-term disability coverage, flexible spending account, and 401(k) and/or pension plan participation, and any other fringe benefits associated with Employee’s employment with the Effective TimeCompany, any employee who shall cease as of the Effective Time is employed by Separation Date, in accordance with the Company and the Company Subsidiaries provisions of such plans. (referred to herein individually as a "Continuing Employee" and collectively as the "Continuing Employees"b) shall continue in the employment of the Parent, the Surviving Corporation or any Subsidiary of the Parent or Surviving Corporation after the Effective Time, provided, that to the extent such employment was "at-will" immediately prior to the Effective Time, such employment shall continue to be at-will and subject to termination at any time for any or no reason. Nothing in this Agreement shall be construed affect any rights that Employee may have under the Company’s retirement plans. If applicable, Employee may make appropriate election for distribution or payment of benefits, if any, from these plans according to create a right in any Continuing Employee to employment with Parent, the Surviving Corporation, or any of their respective Subsidiaries. For the period beginning on the Effective Time through the end of the calendar year in which the Effective Time occurs, Parent shall provide, or cause to be provided, to each Continuing Employee compensation and employee benefits under either the Company Plans or under employee benefit plans and programs of Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation (the "Parent Plans"), or under any combination of the Company Plans and the Parent Plansprovisions. (Bc) With respect Employee may elect to convert any group life insurance coverage to an individual program within thirty (30) days of the Separation Date at the rates provided by the carrier, with conversion information provided in separate correspondence; provided that, notwithstanding anything to the contrary herein, in the event of such election, Employee shall be solely responsible for all premiums and costs associated with such coverage. (d) The Company will not take any action to contest Employee’s receipt of unemployment compensation benefits in connection with the separation of Employee’s employment; provided, however, that it is mutually understood that the Company shall respond truthfully to any Parent Plans inquiries from the applicable governmental agencies, and unemployment compensation eligibility decisions are made by the applicable governmental agencies. (e) The Company shall advance to Employee or promptly reimburse Executive for expenses in the following categories that provide group medical, dental, disability or prescription drug coverage in which any Continuing Employees become eligible to participate may be incurred after the Effective Time, Parent shall, or shall cause the Surviving Corporation or their respective Subsidiaries to: Separation Date: (i) waive (to Continuation of Employee’s housing allowance as currently in effect immediately preceding the extent such Parent Plan is self-insured)Separation Date through October 31, or use commercially reasonable efforts to waive (to the extent such Parent Plan is insured), any exclusions for pre-existing conditions under such Parent Plans that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Plan in which such Continuing Employee was an active participant immediately before his or her transfer to the Parent Plan; 2023. (ii) waive any coverage waiting periods under any such Parent Plans to Expenses incurred by Employee in connection with his termination of the extent that such periods exceed the corresponding waiting period under the corresponding Company Plan lease on his current residence in which any applicable Continuing Employee was an active participant immediately before his or her transfer to any such Parent Plans (after taking into account any prior service with the Company or its Subsidiaries credited under such Company Plan for purposes of satisfying such waiting period); London, UK. (iii) provide each applicable Continuing Reasonable temporary living expenses of up to $30,000, including, for avoidance of doubt, rental car expenses, incurred by Employee with credit for any co-payments deductibles and premiums for voluntary coverage paid by such Continuing Employee before following his or her transfer to any such Parent Plans (return to the same extent such credit was given under the analogous Company Plans before such transfer) in satisfying any applicable deductible, out-of-pocket requirements or coverage levels under any such Parent Plans for the plan year that includes such transferUnited States; provided that, such Continuing Employee shall be responsible for any applicable co-payments or premiums for voluntary coverage required temporary living expenses are incurred prior to be made under such Parent PlansDecember 31, and 2024. (iv) provide each applicable Continuing Employee with credit for any unused account balance in each Company Plan that includes a flexible spending account before his or her transfer to any analogous Parent Plan for the plan year that includes such transfer. (C) Following the Effective Time, Continuing Employees shall be eligible to participate in a qualified cash or deferred arrangement or arrangements under Section 401(k) of the Code sponsored Tax equalization costs paid directly by Parent or a Subsidiary of Parent for the benefit of their eligible employees, provided that Continuing Employees shall not be entitled to receive credit for past service with the Company or its Subsidiaries for purposes of determining the amount of company contributions or vesting under any qualified defined contribution or defined benefit retirement plans sponsored or maintained by Parent, the Surviving Corporation, or their respective Subsidiaries. Without limiting the generality of the foregoing, Continuing Employees shall not be eligible to participate in any Parent Plans under which new Parent employees are not currently eligible to participate. (D) Following the Effective Time, Continuing Employees shall receive credit for past service (calculated under the method applicable Company’s tax equalization policy, and accounting and tax preparation support on the same basis as currently in effect until Employee ceases to Parent's similarlyrealize any United-situated employees) Kingdom source income in connection with his employment by the Company and its Subsidiaries for purposes of eligibility to participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees, provided that Continuing Employees shall be required to enter into Parent's standard release as a condition to the receipt of any benefits under Parent's severance plan and shall not be entitled to receive the additional severance benefits under his separation from such plan otherwise provided in consideration for entering into a release. Continuing Employees covered by a Company Plan providing severance benefits following a change of control shall be covered by such Company Plan according to its terms, and following the period of coverage in such Company Plan, shall participate in the generally applicable severance plan currently maintained by Parent for its and its Subsidiaries' employees according to the preceding sentenceemployment. (E) Following the Effective Time, Continuing Employees shall be entitled to carryover or otherwise receive credit under any applicable Parent Plans they may participate in for any vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans. Vacation days, sick days, or other paid time off that is accrued but unused at the Effective Time under the Company Plans shall not be reduced as of the Effective Time, but accruals of Continuing Employees following the Effective Time may be limited to comply with the applicable policies and programs of Parent and its Subsidiaries. (F) Except as specifically provided in this Section 5.10, Continuing Employees shall not receive credit for past service with the Company or its Subsidiaries for purposes of eligibility to participate in or receive benefits under any Parent Plans. (G) Nothing contained in this Section 5.10: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent's ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by Parent, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.