Common use of Benefit Matters Clause in Contracts

Benefit Matters. (a) Each employee of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) who is a participant in the Hallwood Group Tax Favored Savings Plan (401(k) plan) and who is employed by Purchaser, Parent or an affiliate of either (a "Post Closing Employer") on the date that is sixty (60) days after the Effective Time will be permitted to "roll over" his or her account balance into the Post Closing Employer's 401(k) Plan. (b) At the Effective Time (or following a reasonable transition period as set forth below), employees of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) ("Partnership Employees") who have become employees of a Post Closing Employer ("Continuing Employees") shall be eligible to participate in those employee benefit plans maintained for similarly situated employees of a Post Closing Employer, or in substantially similar programs, on the same terms applicable to similarly situated employees of such Post Closing Employer. Each Continuing Employee shall be given credit for any sick leave time accrued, but unused, as of the day immediately preceding the Effective Time (or, if later, the time of the transition of such employee from a Partnership Benefit Plan to a Employee Plan). Each Continuing Employee shall be given credit, for purposes of any service requirements for participation, vesting or length of service requirements (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with HWG, LLC (including any period of joint employment with 1st Odyssey and employment by the General Partner, HCRE and their predecessors) credited under a similar plan prior to the Effective Time, subject to appropriate break in service rules. Each such employee shall, with respect to any Post Closing Employer plans or programs which have co-payment, deductible or other co-insurance features, receive credit for any amounts such individual has paid to date in the plan year of the Effective Time under comparable plans or programs maintained by Post Closing Employer prior to the Effective Time. Each such employee shall be subject to any pre-existing condition limitations under such Post Closing Employer's group health plan only to the extent that the employee's benefits were so limited under the group health plan as of the Effective Time. (c) Nothing in this Section 6.13 shall be construed as granting any Partnership Employee any right of employment with Purchaser, Parent or any affiliate of either or if employed by a Post Closing Employer, any rights with respect to benefits except as provided in this Section 6.13.

Benefit Matters. (a) Each Parent agrees that each employee of HWGthe Company or any of its Subsidiaries who continues employment with Parent, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWGH&H Acquisition Sub, LLC) who is a participant in H&H Group, the Hallwood Group Tax Favored Savings Plan (401(k) plan) and who is employed by Purchaser, Parent Surviving Corporation or an affiliate any of either (a "Post Closing Employer") on the date that is sixty (60) days their respective Subsidiaries after the Effective Time will Merger Closing Date (each, a “Continuing Employee”) shall be permitted provided with benefits on substantially the same terms as benefits are provided to "roll over" his similarly situated employees of Parent. Nothing in this Agreement shall require Parent, H&H Acquisition Sub, H&H Group, the Surviving Corporation or her account balance into any of their Subsidiaries to continue to employ any particular employee of the Post Company or any of its Subsidiaries following the Merger Closing Employer's 401(k) Date, or shall be construed to prohibit Parent, H&H Acquisition Sub, H&H Group, Surviving Corporation or any of their Subsidiaries from amending or terminating any Company Benefit Plan. (b) At Parent, H&H Acquisition Sub, H&H Group and the Effective Time (or following a reasonable transition period as set forth below), employees of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) ("Partnership Employees") who have become employees of a Post Closing Employer ("Continuing Employees") Surviving Corporation shall be eligible to participate in those employee benefit plans maintained for similarly situated employees of a Post Closing Employer, or in substantially similar programs, on the same terms applicable to similarly situated employees of such Post Closing Employer. Each Continuing Employee shall be given credit for any sick leave time accrued, but unusedensure that, as of the day immediately preceding Merger Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Effective Time Company or any of its Subsidiaries (oror predecessor employers to the extent the Company provides such past service credit under its employee benefit plans) under each of the comparable employee benefit plans, if laterprograms and policies of Parent, the time Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the transition Merger Closing Date, Parent, H&H Acquisition Sub and H&H Group shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee from a Partnership had accrued under any applicable Company Benefit Plan as of the Merger Closing Date. With respect to a Employee Plan). Each Continuing Employee shall be given crediteach health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for purposes the benefit of any service Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements for participation, vesting or length and the application of service requirements (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with HWG, LLC (including any period of joint employment with 1st Odyssey and employment by the General Partner, HCRE and their predecessors) credited under a similar plan prior to the Effective Time, subject to appropriate break in service rules. Each such employee shall, with respect to any Post Closing Employer plans or programs which have co-payment, deductible or other co-insurance features, receive credit for any amounts such individual has paid to date in the plan year of the Effective Time under comparable plans or programs maintained by Post Closing Employer prior to the Effective Time. Each such employee shall be subject to any pre-existing condition limitations under such Post plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Merger Closing Employer's group health plan only to Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the extent that the employee's benefits were so limited under the group health plan as terms and conditions of the Effective Timeapplicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Merger Closing Date occurs. (c) Nothing Parent, H&H Acquisition Sub and H&H Group shall, or shall cause the Surviving Corporation or relevant Subsidiary to, assume and honor in this accordance with their terms all deferred compensation agreements, severance agreements and written employment, severance, retention, incentive, change in control and termination agreements (including any change in control provisions therein) set forth in Section 6.13 shall be construed as granting any Partnership Employee any right 3.01(l)(i) of employment with Purchaser, Parent the Company Disclosure Letter applicable to employees of the Company or any affiliate of either its Subsidiaries, in the same manner and to the same extent that the Company or such Subsidiary would be required to perform and honor such plans, agreements and arrangements if employed the transactions contemplated by a Post Closing Employer, any rights with respect to benefits except as provided in this Section 6.13Agreement had not been consummated.

Benefit Matters. (a) Each employee To the extent service is relevant for purposes of HWGeligibility, LLC participation or vesting or receipt of benefits under a welfare benefit plan (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) who is but not the accrual of benefits under a participant in the Hallwood Group Tax Favored Savings Plan (401(k) retirement plan) and who is employed under any employee benefit plan, program or arrangement established or maintained by Purchaser, Parent or an affiliate a Subsidiary of either (a "Post Closing Employer") on the date that is sixty (60) days after Parent in which Business Employees may participate, such Business Employees shall be credited for service accrued as of the Effective Time will be permitted with the Company to "roll over" his the extent such service was credited under a similar plan, program or her account balance into arrangement of the Post Closing Employer's 401(k) PlanCompany. (b) At To the Effective Time (extent Business Employees and their dependents enroll in any health plan sponsored by Parent or following a reasonable transition period as set forth below)Subsidiary of Parent, employees of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) ("Partnership Employees") who have become employees of a Post Closing Employer ("Continuing Employees") Parent shall be eligible to participate in those employee benefit plans maintained for similarly situated employees of a Post Closing Employer, or in substantially similar programs, on the same terms waive any preexisting condition limitation applicable to similarly situated employees of such Post Closing Employer. Each Continuing Employee shall be given credit for any sick leave time accrued, but unused, as of the day immediately preceding the Effective Time (or, if later, the time of the transition of such employee from a Partnership Benefit Plan to a Employee Plan). Each Continuing Employee shall be given credit, for purposes of any service requirements for participation, vesting or length of service requirements (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with HWG, LLC (including any period of joint employment with 1st Odyssey and employment by the General Partner, HCRE and their predecessors) credited under a similar plan prior to the Effective Time, subject to appropriate break in service rules. Each such employee shall, with respect to any Post Closing Employer plans or programs which have co-payment, deductible or other co-insurance features, receive credit for any amounts such individual has paid to date in the plan year of the Effective Time under comparable plans or programs maintained by Post Closing Employer prior to the Effective Time. Each such employee shall be subject to any pre-existing condition limitations under such Post Closing Employer's group health plan only Business Employees to the extent that the employee's benefits were so limited or dependent's condition would not have operated as a preexisting condition under the group health plan maintained by the Company. In addition, Parent shall cause such health plans (i) to waive all preexisting condition exclusions and waiting periods otherwise applicable to Business Employees and their dependents, other than exclusions or waiting periods that are in effect with respect to such individuals as of the Effective Time to the extent not satisfied, under the corresponding benefit plans of the Company, and (ii) to provide each Business Employee and his or her dependents with corresponding credit for any co-payments and deductibles paid by them under the corresponding benefit plans of the Company during the portion of the respective plan year prior to the Effective Time. (c) Nothing With respect to the 401(k) accounts of those Business Employees who become eligible to participate in Parent's 401(k) plan after the Effective Time, Parent agrees to take one or more of the following actions: (i) to establish an arrangement under which such Business Employees are provided with payroll withholding for purposes of repaying any loan that is outstanding under the Company's 401(k) plan as of the Effective Time; (ii) to permit such Business Employees to voluntarily transfer or roll over their accounts (including loans) from the Company's 401(k) plan to Parent's 401(k) plan; or (iii) to cause Parent's 401(k) plan to accept a direct trustee-to-trustee transfer of assets from the Company's 401(k) plan into Parent's 401(k) plan, including any outstanding loans, on behalf of such Business Employees. Parent and the Company agree that they shall take all actions necessary, including the amendment of their respective plans, to effect the actions selected by Parent under the preceding sentence. (d) The Company and Parent shall cooperate with each other in all reasonable respects relating to any actions to be taken pursuant to this Section 6.13 shall be construed as granting any Partnership Employee any right of employment with Purchaser, Parent or any affiliate of either or if employed by a Post Closing Employer, any rights with respect to benefits except as provided in this Section 6.136.8.

Benefit Matters. (a) Each employee For a period of HWGnot less than twelve (12) months following the Effective Time, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) the employees of the Company who is a participant remain in the Hallwood Group Tax Favored Savings Plan employment of the Surviving Corporation and its Subsidiaries (401(k) plan) and who is employed by Purchaser, Parent or an affiliate of either (a "Post Closing Employer") on the date that is sixty (60) days after the Effective Time will be permitted to "roll over" his or her account balance into the Post Closing Employer's 401(k) Plan. (b) At the Effective Time (or following a reasonable transition period as set forth below), employees of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) ("Partnership Employees") who have become employees of a Post Closing Employer ("Continuing Employees") shall be eligible receive health insurance coverage, a 401(k) plan (including matching contributions) and employee benefits generally that, in each case, are in the aggregate substantially comparable to participate in those the employee benefits provided under the Company's employee benefit plans maintained for similarly situated to such employees of a Post Closing Employer, or in substantially similar programs, on the same terms applicable to similarly situated employees of such Post Closing Employer. Each Continuing Employee shall be given credit for any sick leave time accrued, but unused, as of the day immediately preceding the Effective Time (or, if later, the time of the transition of such employee from a Partnership Benefit Plan to a Employee Plan). Each Continuing Employee shall be given credit, for purposes of any service requirements for participation, vesting or length of service requirements (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with HWG, LLC (including any period of joint employment with 1st Odyssey and employment by the General Partner, HCRE and their predecessors) credited under a similar plan prior to the Effective Time; provided, subject that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to appropriate break issue, or adopt any plans or arrangements providing for the issuance of shares of capital stock, warrants, options or other rights in service rulesrespect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangement; provided, further, that no plans or arrangements of the Company or any of its Subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. Each such 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 plans or to continue the employment of any specific Person or, from modifying the terms or carriers of any specific plans. (b) With respect to any employee shallbenefit plan maintained by Parent or Surviving Corporation on or after the Effective Time and in which the Continuing Employees are otherwise eligible to enroll, Parent will, or will cause the Surviving Corporation to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to any Post Closing Employer plans or programs which have co-paymentparticipation and coverage requirements otherwise applicable to Continuing Employees, deductible or other co-insurance features, receive and (ii) provide each Continuing Employee with credit for any amounts such individual has co-payments or deductibles paid to date in the plan year of the Effective Time under comparable plans or programs maintained by Post Closing Employer prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any employee benefit plan or Included Benefit that constitutes a welfare benefit under Section 3(1) of ERISA. (c) On and after the Effective Time. Each such , Parent shall, or shall cause the Surviving Company to, recognize the service of each Continuing Employee with the Company or its Subsidiaries for purposes of determining entitlement to vacation and vacation pay and for purposes of vesting and eligibility under any employee benefit plan in which the Continuing Employee is eligible to participate, but not for purposes of benefit accrual under any "employee pension benefit plan" as defined in Section 3(2) of ERISA. (d) Prior to the Effective Time, the Company shall take all actions necessary to amend the Company 401(k) Savings and Retirement Plan (the "401(k) Plan") to provide that, on and after the Effective Time, no additional investments shall be subject to any pre-existing condition limitations permitted under the Company stock fund under the 401(k) Plan (other than amounts invested in such Post Closing Employer's group health plan only fund as of the Effective Time). (i) Unless and to the extent otherwise instructed by the Company prior to the Closing Date, Parent shall take all actions necessary to, immediately following the Effective Time, offer each holder of an Eligible Assumed Option (as defined below) an amendment at such holder's election to provide that each Eligible Assumed Option shall be exercisable until the employeeearlier of (A) the expiration of its term or (B) in the case of an Eligible Assumed Option held by a non-employee director of the Company, twelve (12) months following the date of the termination of such holder's benefits were so limited under directorship at Parent, the group health plan Company or any of Parent's Affiliates, and in the case any other Eligible Assumed Option, twelve (12) months following the date of termination by Parent or any of its Affiliates of the employment or consultancy of the holder of such Eligible Assumed Option in the event of such termination of employment or consultancy without "Cause" (as of defined below) within the twelve (12) month period immediately following the Effective Time. (cii) Nothing in For purposes of this Section 6.13 6.16(e), "Cause" shall be construed as granting mean (A) if the employee or consultant materially violates any Partnership Employee term of his/her employment or consultancy or any right policies of employment with Purchaser, Parent or any affiliate of either its Affiliates and such violation is not substantially remedied within 30 days of written notice from Parent to such employee or consultant; (B) willful misfeasance, gross negligence or nonfeasance of duty by such employee or consultant that is reasonably likely to be detrimental or damaging or that has the effect of injuring or damaging the reputation, business or business relationships of Parent or any of its Affiliates or any of their respective officers, directors or employees; (C) any arrest, indictment (defined as any proceeding in which "probable cause" is found), conviction (or the civil equivalent) of such employee or consultant or a plea of guilty or nolo contendere by such employee or consultant to a charge based on a federal or state felony or serious criminal or civil offense (even if employed the crime is classified under the applicable law as a "misdemeanor"), including, but not limited to (x) crimes or civil offenses involving theft, embezzlement, fraud, dishonesty or moral turpitude; (y) crimes or civil offenses based on banking or securities laws (including the Sarbanes-Oxley Act); and (z) civil enforcement actions brought by a Post Closing Employerfedexxx xx xxxxx xegulatory agencies (including the SEC); or (D) willful or prolonged and unapproved absence from work by the employee or consultant or failure, any rights with respect neglect or refusal by the employee or consultant to benefits except perform his/her duties and responsibilities as provided determined by the chief executive officer of Parent in this Section 6.13his sole discretion.

Benefit Matters. (a) Each Parent shall cause the Surviving Corporation to maintain employee benefit plans (as defined in Section 3(3) of HWGERISA) for the benefit of employees of the Company or its Subsidiaries, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWGwhich are, LLC) who is a participant in the Hallwood Group Tax Favored Savings Plan (401(k) plan) and who is employed by Purchaseraggregate, Parent or an affiliate no less favorable than those that cover similarly situated employees of either (a "Post Closing Employer") on the date that is sixty (60) days after the Effective Time will be permitted to "roll over" his or her account balance into the Post Closing Employer's 401(k) PlanParent. (b) At Parent will cause the Effective Time Surviving Corporation to (or following a reasonable transition period i) waive all limitations as set forth below)to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey the Company and HWG, LLC) ("Partnership Employees") who have become its Subsidiaries under any Parent welfare plan that such employees of a Post Closing Employer ("Continuing Employees") shall may be eligible to participate in those after the Effective Time of the Merger and (ii) provide each employee benefit plans maintained for similarly situated employees of a Post Closing Employer, or in substantially similar programs, on the same terms applicable to similarly situated employees of such Post Closing Employer. Each Continuing Employee shall be given Company and its Subsidiaries with credit for any sick leave time accrued, but unused, as of the day immediately preceding the Effective Time (or, if later, the time of the transition of such employee from a Partnership Benefit Plan to a Employee Plan). Each Continuing Employee shall be given credit, for purposes of any service requirements for participation, vesting or length of service requirements (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with HWG, LLC (including any period of joint employment with 1st Odyssey co-payments and employment by the General Partner, HCRE and their predecessors) credited under a similar plan deductibles paid prior to the Effective Time, subject to appropriate break Time of the Merger in service rules. Each such employee shall, with respect to satisfying any Post Closing Employer plans or programs which have co-payment, applicable deductible or other coout-insurance features, receive credit for of-pocket requirements under any amounts Parent welfare plans that such individual has paid employees are eligible to date participate in the plan year of after the Effective Time under comparable plans or programs maintained by Post Closing Employer prior to the Effective Time. Each such employee shall be subject to any pre-existing condition limitations under such Post Closing Employer's group health plan only to the extent that the employee's benefits were so limited under the group health plan as of the Effective TimeMerger. (c) Nothing Prior to the Closing Date, Parent (or IMS if the Closing Date occurs after the Distribution Record Date) shall establish an employee stock option plan, having terms and conditions comparable to Parent's 1996 Key Employees Stock Incentive Plan, pursuant to which it will offer to grant, as of the Effective Time of the Merger, options to purchase an aggregate of 250,000 shares of Parent Common Stock (or the appropriate corollary number of shares of IMS Common Stock in this Section 6.13 light of the Parent and IMS Exchange Ratios if the Closing Date occurs after the Distribution Record Date) at fair market value, as of the Closing Date, to certain employees of the Company and its Subsidiaries who are expected to be Continuing Employees; the names of such employees and the number of options to be offered to each shall be construed as granting any Partnership Employee any right of employment with Purchaser, set forth in a letter to be delivered by Parent (or any affiliate of either or IMS if employed by a Post the Closing Employer, any rights with respect Date occurs after the Distribution Record Date) to benefits except as provided in this Section 6.13the Company prior to the Closing Date.

Benefit Matters. (a) Each Parent shall cause the Surviving Corporation to maintain employee benefit plans (as defined in Section 3(3) of HWGERISA) for the benefit of employees of the Company or its Subsidiaries, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWGwhich are, LLC) who is a participant in the Hallwood Group Tax Favored Savings Plan (401(k) plan) and who is employed by Purchaseraggregate, Parent or an affiliate no less favorable than those that cover similarly situated employees of either (a "Post Closing Employer") on the date that is sixty (60) days after the Effective Time will be permitted to "roll over" his or her account balance into the Post Closing Employer's 401(k) PlanParent. (b) At Parent will cause the Effective Time Surviving Corporation to (or following a reasonable transition period i) waive all limitations as set forth below)to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey the Company and HWG, LLC) ("Partnership Employees") who have become its Subsidiaries under any Parent welfare plan that such employees of a Post Closing Employer ("Continuing Employees") shall may be eligible to participate in those after the Effective Time of the 42 37 Merger and (ii) provide each employee benefit plans maintained for similarly situated employees of a Post Closing Employer, or in substantially similar programs, on the same terms applicable to similarly situated employees of such Post Closing Employer. Each Continuing Employee shall be given Company and its Subsidiaries with credit for any sick leave time accrued, but unused, as of the day immediately preceding the Effective Time (or, if later, the time of the transition of such employee from a Partnership Benefit Plan to a Employee Plan). Each Continuing Employee shall be given credit, for purposes of any service requirements for participation, vesting or length of service requirements (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with HWG, LLC (including any period of joint employment with 1st Odyssey co-payments and employment by the General Partner, HCRE and their predecessors) credited under a similar plan deductibles paid prior to the Effective Time, subject to appropriate break Time of the Merger in service rules. Each such employee shall, with respect to satisfying any Post Closing Employer plans or programs which have co-payment, applicable deductible or other coout-insurance features, receive credit for of-pocket requirements under any amounts Parent welfare plans that such individual has paid employees are eligible to date participate in the plan year of after the Effective Time under comparable plans or programs maintained by Post Closing Employer prior to the Effective Time. Each such employee shall be subject to any pre-existing condition limitations under such Post Closing Employer's group health plan only to the extent that the employee's benefits were so limited under the group health plan as of the Effective TimeMerger. (c) Nothing Prior to the Closing Date, Parent (or IMS if the Closing Date occurs after the Distribution Record Date) shall establish an employee stock option plan, having terms and conditions comparable to Parent's 1996 Key Employees Stock Incentive Plan, pursuant to which it will offer to grant, as of the Effective Time of the Merger, options to purchase an aggregate of 480,000 shares of Parent Common Stock (or the appropriate corollary number of shares of IMS Common Stock in this Section 6.13 light of the Parent and IMS Exchange Ratios if the Closing Date occurs after the Distribution Record Date) at fair market value, as of the Closing Date, to certain employees of the Company and its Subsidiaries who are expected to be Continuing Employees; the names of such employees and the number of options to be offered to each shall be construed as granting any Partnership Employee any right of employment with Purchaser, set forth in a letter to be delivered by Parent (or any affiliate of either or IMS if employed by a Post the Closing Employer, any rights with respect Date occurs after the Distribution Record Date) to benefits except as provided in this Section 6.13the Company prior to the Closing Date.