Common use of Benefit Arrangements Clause in Contracts

Benefit Arrangements. (a) The Company will take all action necessary so that: (1) each Company Stock Option, whether or not exercisable prior to the Effective Time, will be exercisable prior to the Effective Time and (2) each Company Stock Option not exercised or forfeited prior to the Effective Time is cancelled for no consideration. (b) Upon the request of Parent, the Company will take all action necessary, including adopting resolutions of the Company Board, to terminate any employee benefit plan covering employees of the Company, including the Company’s 401(k) Plan, effective immediately prior to the Effective Time. (c) Parent agrees that following the Effective Time, employees of the Company as of the Effective Time will be provided with benefits under employee benefit plans (other than stock options or other plans involving the issuance of securities of the Company or Parent) that in the aggregate are substantially comparable to those provided by Parent to its similarly situated employees, as in effect from time to time; provided that employees covered by collective bargaining agreements need not be provided with such benefits. Parent will cause each employee benefit plan of Parent in which employees of the Company as of the Effective Time are eligible to participate to take into account for all purposes (including eligibility, vesting and level of benefits) thereunder (other than for purposes of benefit accrual under a defined benefit pension plan of Parent) the service of such employees with the Company as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company, and, with respect to welfare benefit plans of Parent in which employees of the Company are eligible to participate, Parent agrees to waive any preexisting conditions, waiting periods and actively at work requirements under such plans. For purposes of each Parent health plan, Parent shall cause any eligible expenses incurred by employees of the Company and their covered dependents during the portion of the plan year of the comparable plan of the Company ending on the date such employee’s participation in the corresponding Parent plan begins to be taken into account under such Parent plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his covered dependents for the applicable plan year of the Parent plan. Parent agrees that employees of the Company as of the Effective Time who are terminated during the period commencing at the Effective Time and ending on the six-month anniversary thereof will be entitled to receive severance payments and benefits in accordance with Parent’s severance policies applicable to similarly situated employees unless they have an agreement that otherwise provides for severance, in which case severance shall be specifically governed by such agreement. (d) Notwithstanding anything to the contrary in this Section 6.12, (1) in accordance with the terms of the Parent Profit Sharing Plans, employees of the Company will not be eligible to accrue benefits under such plans until the first year in which such employees are employed by Parent or a Subsidiary of Parent as of January 1 of such year and (2) in no event will employees of the Company be entitled to receive benefits under the Parent Non-Contributory Defined Benefit Plans, which were frozen effective December 31, 2001.

Benefit Arrangements. (a) The Company will take all action necessary so that: (1) each Company Stock Option, whether or not exercisable prior to For a period of at least one year following the Effective Time, Parent will be exercisable provide benefits to employees of the Company and its subsidiaries that are substantially equivalent to the benefits currently provided to similarly situated employees of Parent and its subsidiaries. From and after the Effective Time, Parent and its subsidiaries shall grant all employees of the Company and its subsidiaries who are employed by the Company or any subsidiary of the Company immediately before the Effective Time credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent or its subsidiaries) with the Company or its subsidiaries prior to the Effective Time for (i) vesting purposes and (2ii) each Company Stock Option not exercised or forfeited prior to for purposes of vacation accrual after the Effective Time is cancelled for no consideration. (bas if such service with the Company or its subsidiaries were service with Parent or its subsidiaries, provided, however, that past service credit in any plan intended to be qualified under Section 401(a) Upon of the request Code shall not exceed five years. Parent and the Company agree that with respect to any medical or dental benefit plan of Parent, the Company will take all action necessaryParent shall waive (or cause to be waived) any pre-existing condition exclusion and actively-at-work requirements (provided, including adopting resolutions however, that no such waiver shall apply to a pre-existing condition of any employee of the Company Board, to terminate any employee benefit plan covering employees or a subsidiary of the CompanyCompany who was, including the Company’s 401(k) Plan, effective immediately prior to the Effective Time. (c) Parent agrees that following as of the Effective Time, employees of excluded from participation in a similar plan maintained by the Company as or any of its subsidiaries immediately before the Effective Time will be provided with benefits under employee benefit plans (other than stock options or other plans involving the issuance by virtue of securities of the Company or Parent) that in the aggregate are substantially comparable to those provided by Parent to its similarly situated employees, as in effect from time to time; such pre-existing condition and provided that employees any covered by collective bargaining agreements need not be provided with such benefits. Parent will cause each employee benefit plan of Parent in which employees of the Company as of expenses incurred on or before the Effective Time are eligible to participate to take into account for all purposes (including eligibility, vesting and level of benefits) thereunder (other than for purposes of benefit accrual under a defined benefit pension plan of Parent) the service of such employees with the Company as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company, and, with respect to welfare benefit plans of Parent in which employees of the Company are eligible to participate, Parent agrees to waive any preexisting conditions, waiting periods and actively at work requirements under such plans. For purposes of each Parent health plan, Parent shall cause any eligible expenses incurred by employees of the Company and their an employee or an employee's covered dependents during the portion of the plan year of the comparable plan of the Company ending on the date such employee’s participation in the corresponding Parent plan begins to shall be taken into account under such Parent plan for purposes of satisfying all applicable deductible, coinsurance and maximum out-of-pocket requirements applicable provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent or its subsidiaries. Following the date hereof, Parent and the Company agree to negotiate in good faith the terms and conditions of severance arrangements with respect to employees of the Company. Nothing contained herein shall prevent, prohibit, restrict or limit in any way Parent's ability to terminate the employment of any employee of the Company or any of its subsidiaries and any agreements to provide to such employee and his covered dependents for the applicable plan year of the Parent plan. Parent agrees that employees of the Company as of the Effective Time who are terminated during the period commencing benefits pursuant to this Section 6.10 shall terminate with respect to such employee at the Effective Time and ending on the six-month anniversary thereof will be entitled to receive severance payments and benefits in accordance with Parent’s severance policies applicable to similarly situated employees unless they have an agreement that otherwise provides for severance, in which case severance shall be specifically governed by time such agreementemployee's employment is terminated. (d) Notwithstanding anything to the contrary in this Section 6.12, (1) in accordance with the terms of the Parent Profit Sharing Plans, employees of the Company will not be eligible to accrue benefits under such plans until the first year in which such employees are employed by Parent or a Subsidiary of Parent as of January 1 of such year and (2) in no event will employees of the Company be entitled to receive benefits under the Parent Non-Contributory Defined Benefit Plans, which were frozen effective December 31, 2001.

Benefit Arrangements. (a) The Company will take all action necessary so that: From and after the Effective Time, Parent shall (1i) permit each Company Stock Optionemployee and officer who renders services for Parent or any Parent Subsidiary (including the Company or any Company Subsidiary) after the Effective Time ("Company Employees") to participate in the employee benefit plans and arrangements covering Parent's employees and officers (including employee benefit plans as defined in Section 3(3) of ERISA, arrangements providing for insurance coverage or workers' compensation benefits, incentive or deferred bonus arrangements, severance arrangements, equity compensation and deferred compensation plans, and vacation programs, whether or not exercisable sponsored by Parent) ("Parent Benefit Plans") to the same extent as similarly situated employees of Parent, (ii) give each Company Employee credit for all service with the Company prior to the Effective Time, will be exercisable (including service with any Subsidiary or affiliate of the Company) for purposes of eligibility and vesting, but not benefit accrual, under all Parent Benefit Plans, (iii) not subject any Company employee to any waiting periods or limitations on benefits for pre-existing conditions under Parent Benefit Plans, except to the extent such Company Employee was subject to such limitation under Company's Employee Benefit Plans, and (iv) credit all Company Employees with one full year's deductible under the Company's healthcare plans for the plan year that includes the Effective Time. Notwithstanding the foregoing, Parent may continue, for the benefit of Company Employees, any of the Company Employee Plans as in effect prior to the Effective Time and Closing Date, in lieu of permitting such Company Employees to participate in any of the Parent Benefit Plans as provided in (2i) each Company Stock Option not exercised or forfeited prior to the Effective Time is cancelled for no considerationabove. (b) Upon Prior to the request of ParentClosing Date, the Company will take all action necessary, including adopting resolutions of and the Company Board, Subsidiaries shall take whatever action is necessary to terminate any employee benefit plan covering employees cause the adoption of resolutions terminating the Company, including the Company’s Company 401(k) PlanRetirement Savings Plan as of, effective immediately or prior to, the Closing Date, subject to subsequent governmental approval as the Company deems appropriate. Prior to the Effective Time. (c) Parent agrees that following the Effective TimeClosing Date, employees of the Company as of the Effective Time will be provided with benefits under employee benefit plans (other than stock options or other plans involving the issuance of securities of the Company or Parent) that in the aggregate are substantially comparable to those provided by Parent to its similarly situated employees, as in effect from time to time; provided that employees covered by collective bargaining agreements need not be provided with such benefits. Parent will cause each employee benefit plan of Parent in which employees of the Company as of the Effective Time are eligible to participate to take into account for all purposes (including eligibility, vesting and level of benefits) thereunder (other than for purposes of benefit accrual under a defined benefit pension plan of Parent) the service of such employees with the Company as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company, and, with respect to welfare benefit plans of Parent in which employees of the Company are eligible to participate, Parent agrees to waive any preexisting conditions, waiting periods and actively at work requirements under such plans. For purposes of each Parent health plan, Parent shall cause any eligible expenses incurred by employees of the Company and their covered dependents during the portion of the plan year of the comparable plan of the Company ending on the date such employee’s participation in the corresponding Parent plan begins Subsidiaries shall also take whatever action is necessary to be taken into account under such Parent plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his covered dependents for the applicable plan year of the Parent plan. Parent agrees that employees of terminate the Company Employee Stock Purchase Plan as of of, or prior to, the Effective Time who are terminated during the period commencing at the Effective Time and ending on the six-month anniversary thereof will be entitled to receive severance payments and benefits in accordance with Parent’s severance policies applicable to similarly situated employees unless they have an agreement that otherwise provides for severance, in which case severance shall be specifically governed by such agreementClosing Date. (d) Notwithstanding anything to the contrary in this Section 6.12, (1) in accordance with the terms of the Parent Profit Sharing Plans, employees of the Company will not be eligible to accrue benefits under such plans until the first year in which such employees are employed by Parent or a Subsidiary of Parent as of January 1 of such year and (2) in no event will employees of the Company be entitled to receive benefits under the Parent Non-Contributory Defined Benefit Plans, which were frozen effective December 31, 2001.

Benefit Arrangements. Acquiror and Target agree that, following the Effective Time, Acquiror will provide (aor will cause Target to provide) The Company will take all action necessary so that: benefits to Target's employees as of the Effective Time (1other than with respect to contributions by Target to the 43 49 Target 401(k) each Company Stock OptionPlan, whether as to which no comparable contributions are made by Acquiror) that are at least as favorable, taken as a whole, as the benefits currently provided to employees of Acquiror performing functions similar to those to be performed by such Target employees after the Effective Time. As soon as practicable after the execution of this Agreement, Target and Acquiror shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (and amend or not exercisable terminate Target employee plans immediately prior to the Effective Time, will if appropriate). Acquiror shall use commercially reasonable efforts to ensure that continuous employment with Target shall be exercisable credited to employees of Target or Target Subsidiary who become employees of Target or any of its subsidiaries on or after the Effective Time for all purposes of eligibility and vesting of benefits but not for purposes of accrual of benefits. Acquiror shall take commercially reasonable steps to (a) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees of Target or Target Subsidiary under any welfare benefit plan that such employees are eligible to participate in after the Effective Time, other than limitations, exclusions or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare benefit plan maintained for such employees immediately prior to the Effective Time and (2b) provide each Company Stock Option not exercised or forfeited employee of Target and Target Subsidiary with credit for any co-payments and deductibles paid during the plan year commencing immediately prior to the Effective Time is cancelled for no consideration. (b) Upon the request of Parent, the Company will take all action necessary, including adopting resolutions of the Company Board, to terminate in satisfying any employee benefit plan covering applicable deductible or out-or-pocket requirements under any welfare plans that such employees of the Company, including the Company’s 401(k) Plan, effective immediately prior to the Effective Time. (c) Parent agrees that following the Effective Time, employees of the Company as of the Effective Time will be provided with benefits under employee benefit plans (other than stock options or other plans involving the issuance of securities of the Company or Parent) that in the aggregate are substantially comparable to those provided by Parent to its similarly situated employees, as in effect from time to time; provided that employees covered by collective bargaining agreements need not be provided with such benefits. Parent will cause each employee benefit plan of Parent in which employees of the Company as of the Effective Time are eligible to participate to take into account for all purposes (including eligibility, vesting and level of benefits) thereunder (other than for purposes of benefit accrual under a defined benefit pension plan of Parent) the service of such employees with the Company as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company, and, with respect to welfare benefit plans of Parent in which employees of the Company are eligible to participate, Parent agrees to waive any preexisting conditions, waiting periods and actively at work requirements under such plans. For purposes of each Parent health plan, Parent shall cause any eligible expenses incurred by employees of the Company and their covered dependents during the portion of the plan year of the comparable plan of the Company ending on the date such employee’s participation in the corresponding Parent plan begins to be taken into account under such Parent plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his covered dependents for the applicable plan year of the Parent plan. Parent agrees that employees of the Company as of after the Effective Time who are terminated during the period commencing at the Effective Time and ending on the six-month anniversary thereof will be entitled to receive severance payments and benefits in accordance with Parent’s severance policies applicable to similarly situated employees unless they have an agreement that otherwise provides for severance, in which case severance shall be specifically governed by such agreementplan year. (d) Notwithstanding anything to the contrary in this Section 6.12, (1) in accordance with the terms of the Parent Profit Sharing Plans, employees of the Company will not be eligible to accrue benefits under such plans until the first year in which such employees are employed by Parent or a Subsidiary of Parent as of January 1 of such year and (2) in no event will employees of the Company be entitled to receive benefits under the Parent Non-Contributory Defined Benefit Plans, which were frozen effective December 31, 2001.

Benefit Arrangements. (a) The Company will take all action necessary so that: (1) each Company Stock Option, whether or not exercisable prior to For a period of at least one year following the Effective Time, Parent will be exercisable provide benefits to employees of the Company and its subsidiaries that are substantially equivalent to the benefits currently provided to similarly situated employees of Parent and its subsidiaries. From and after the Effective Time, Parent and its subsidiaries shall grant all employees of the Company and its subsidiaries who are employed by the Company or any subsidiary of the Company immediately before the Effective Time credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent or its subsidiaries) with the Company or its subsidiaries prior to the Effective Time for (i) vesting purposes and (2ii) each Company Stock Option not exercised or forfeited prior to for purposes of vacation accrual after the Effective Time is cancelled for no consideration. (bas if such service with the Company or its subsidiaries were service with Parent or its subsidiaries, provided, however, that past service credit in any plan intended to be qualified under Section 401(a) Upon of the request Code shall not exceed five years. Parent and the Company agree that with respect to any medical or dental benefit plan of Parent, the Company will take all action necessaryParent shall waive (or cause to be waived) any pre-existing condition exclusion and actively-at-work requirements (provided, including adopting resolutions however, that no such waiver shall apply to a pre-existing condition of any employee of the Company Board, to terminate any employee benefit plan covering employees or a subsidiary of the CompanyCompany who was, including the Company’s 401(k) Plan, effective immediately prior to the Effective Time. (c) Parent agrees that following as of the Effective Time, employees of excluded from participation in a similar plan maintained by the Company as or any of its subsidiaries immediately before the Effective Time will be provided with benefits under employee benefit plans (other than stock options or other plans involving the issuance by virtue of securities of the Company or Parent) that in the aggregate are substantially comparable to those provided by Parent to its similarly situated employees, as in effect from time to time; such pre-existing condition and provided that employees any covered by collective bargaining agreements need not be provided with such benefits. Parent will cause each employee benefit plan of Parent in which employees of the Company as of expenses incurred on or before the Effective Time are eligible to participate to take into account for all purposes (including eligibility, vesting and level of benefits) thereunder (other than for purposes of benefit accrual under a defined benefit pension plan of Parent) the service of such employees with the Company as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company, and, with respect to welfare benefit plans of Parent in which employees of the Company are eligible to participate, Parent agrees to waive any preexisting conditions, waiting periods and actively at work requirements under such plans. For purposes of each Parent health plan, Parent shall cause any eligible expenses incurred by employees of the Company and their an employee or an employee's covered dependents during the portion of the plan year of the comparable plan of the Company ending on the date such employee’s participation in the corresponding Parent plan begins to shall be taken into account under such Parent plan for purposes of satisfying all applicable deductible, coinsurance and maximum out-of-pocket requirements applicable provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent or its subsidiaries. Following the 37 date hereof, Parent and the Company agree to negotiate in good faith the terms and conditions of severance arrangements with respect to employees of the Company. Nothing contained herein shall prevent, prohibit, restrict or limit in any way Parent's ability to terminate the employment of any employee of the Company or any of its subsidiaries and any agreements to provide to such employee and his covered dependents for the applicable plan year of the Parent plan. Parent agrees that employees of the Company as of the Effective Time who are terminated during the period commencing benefits pursuant to this Section 6.10 shall terminate with respect to such employee at the Effective Time and ending on the six-month anniversary thereof will be entitled to receive severance payments and benefits in accordance with Parent’s severance policies applicable to similarly situated employees unless they have an agreement that otherwise provides for severance, in which case severance shall be specifically governed by time such agreementemployee's employment is terminated. (d) Notwithstanding anything to the contrary in this Section 6.12, (1) in accordance with the terms of the Parent Profit Sharing Plans, employees of the Company will not be eligible to accrue benefits under such plans until the first year in which such employees are employed by Parent or a Subsidiary of Parent as of January 1 of such year and (2) in no event will employees of the Company be entitled to receive benefits under the Parent Non-Contributory Defined Benefit Plans, which were frozen effective December 31, 2001.

Benefit Arrangements. United and Lothian agree that, following the Effective Time, United will provide benefits to Lothian's employees as of the Effective Time that are at least as favorable, taken as a whole, as the benefits currently provided to employees of United performing functions similar to those to be performed by such Lothian employees after the Effective Time. As soon as practicable after the execution of this Agreement, Lothian and United shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (a) The Company will take all action necessary so that: (1) each Company Stock Option, whether and amend or not exercisable terminate Lothian employee plans immediately prior to the Effective Time, will if appropriate). United shall use commercially reasonable efforts to ensure that continuous employment with Lothian shall be exercisable credited to employees of Lothian or any Lothian Subsidiary who become employees of United or any United Subsidiary at or after the Effective Time for all purposes of eligibility and vesting of benefits but not for purposes of accrual of benefits. United shall take commercially reasonable steps to (a) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees of Lothian or the Lothian Subsidiaries under any welfare benefit plan that such employees are eligible to participate in after the Effective Time, other than limitations, exclusions or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare benefit plan maintained for such employees immediately prior to the Effective Time and (2b) provide each Company Stock Option not exercised or forfeited employee of Lothian and the Lothian Subsidiaries with credit for any co-payments and deductibles paid during the plan year commencing immediately prior to the Effective Time is cancelled for no consideration. (b) Upon the request of Parent, the Company will take all action necessary, including adopting resolutions of the Company Board, to terminate in satisfying any employee benefit plan covering applicable deductible or out-or-pocket requirements under any welfare plans that such employees of the Company, including the Company’s 401(k) Plan, effective immediately prior to the Effective Time. (c) Parent agrees that following the Effective Time, employees of the Company as of the Effective Time will be provided with benefits under employee benefit plans (other than stock options or other plans involving the issuance of securities of the Company or Parent) that in the aggregate are substantially comparable to those provided by Parent to its similarly situated employees, as in effect from time to time; provided that employees covered by collective bargaining agreements need not be provided with such benefits. Parent will cause each employee benefit plan of Parent in which employees of the Company as of the Effective Time are eligible to participate to take into account for all purposes (including eligibility, vesting and level of benefits) thereunder (other than for purposes of benefit accrual under a defined benefit pension plan of Parent) the service of such employees with the Company as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company, and, with respect to welfare benefit plans of Parent in which employees of the Company are eligible to participate, Parent agrees to waive any preexisting conditions, waiting periods and actively at work requirements under such plans. For purposes of each Parent health plan, Parent shall cause any eligible expenses incurred by employees of the Company and their covered dependents during the portion of the plan year of the comparable plan of the Company ending on the date such employee’s participation in the corresponding Parent plan begins to be taken into account under such Parent plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his covered dependents for the applicable plan year of the Parent plan. Parent agrees that employees of the Company as of after the Effective Time who are terminated during the period commencing at the Effective Time and ending on the six-month anniversary thereof will be entitled to receive severance payments and benefits in accordance with Parent’s severance policies applicable to similarly situated employees unless they have an agreement that otherwise provides for severance, in which case severance shall be specifically governed by such agreementplan year. (d) Notwithstanding anything to the contrary in this Section 6.12, (1) in accordance with the terms of the Parent Profit Sharing Plans, employees of the Company will not be eligible to accrue benefits under such plans until the first year in which such employees are employed by Parent or a Subsidiary of Parent as of January 1 of such year and (2) in no event will employees of the Company be entitled to receive benefits under the Parent Non-Contributory Defined Benefit Plans, which were frozen effective December 31, 2001.

Benefit Arrangements. Parent agrees that all employees of the Company who continue employment with Parent or any subsidiary of Parent after the Effective Time (a“Continuing Employees”) The shall be eligible to continue to participate in the Company’s health, vacation, welfare and retirement benefit plans; provided, however, that (i) nothing in this Section 5.19 or elsewhere in this Agreement shall limit the right of Parent to amend or terminate any such benefit plan or arrangement at any time, and (ii) if Parent terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent’s benefit plans and vacation policies, in each case to the same extent as employees of Parent in similar positions and at compensation grade levels. Continuing Employees shall receive credit for service time as an employee of the Company will take all action necessary so that: (1) each Company Stock Optionfor purposes of eligibility to participate, whether vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or not exercisable deemed accrued prior to the Effective Time. Additionally, will any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent’s benefit plans shall not be exercisable prior subject to any insurability requirement or pre-existing condition exclusion that would not apply to the Effective Time and (2) each Company Stock Option not exercised or forfeited prior to the Effective Time is cancelled for no consideration. (b) Upon the request of Parent, corresponding benefit provided under a plan maintained by the Company will take all action necessary, including adopting resolutions of the Company Board, to terminate any employee benefit plan covering employees of the Company, including the Company’s 401(k) Plan, effective immediately prior to the Effective Time. (c) . Parent agrees that following the Effective Time, employees of the Company as of shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time will be provided with benefits under employee benefit plans (other than stock options or other plans involving for the issuance of securities of the Company or Parent) that in the aggregate are substantially comparable to those provided by Parent to its similarly situated employees, as in effect from time to time; provided that employees covered by collective bargaining agreements need not be provided with such benefits. Parent will cause each employee benefit plan of Parent year in which employees of the Company as of the Effective Time are eligible to participate to take into account for all purposes (including eligibility, vesting and level of benefits) thereunder (other than for purposes of benefit accrual under a defined benefit pension plan of Parent) the service of such employees with the Company as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company, and, with respect to welfare benefit plans of Parent occurs in which employees of the Company are eligible to participate, Parent agrees to waive satisfying any preexisting conditions, waiting periods and actively at work requirements under such plans. For purposes of each Parent health plan, Parent shall cause any eligible expenses incurred by employees of the Company and their covered dependents during the portion of the plan year of the comparable plan of the Company ending on the date such employee’s participation in the corresponding Parent plan begins to be taken into account under such Parent plan for purposes of satisfying all deductible, coinsurance and maximum applicable deductibles or out-of-pocket requirements applicable to such employee and his covered dependents for the applicable plan year of the under corresponding Parent planbenefit plans. Parent agrees that employees of the Company as of the Effective Time who are terminated during the period commencing at the Effective Time and ending on the six-month anniversary thereof will be entitled to receive severance payments and benefits in accordance with Parent’s severance policies applicable to similarly situated employees unless they have an agreement that otherwise provides for severance, in which case severance shall be specifically governed by such agreement. (d) Notwithstanding anything to the contrary Nothing in this Section 6.125.19 or elsewhere in this Agreement, (1) shall be construed to create a right in accordance with the terms of the Parent Profit Sharing Plans, employees of the Company will not be eligible any employee to accrue benefits under such plans until the first year in which such employees are employed by Parent or a Subsidiary of Parent as of January 1 of such year and (2) in no event will employees of the Company be entitled to receive benefits under the Parent Non-Contributory Defined Benefit Plans, which were frozen effective December 31, 2001continuing employment.