Common use of Benefit Matters Clause in Contracts

Benefit Matters. (a) To the extent service is relevant for purposes of eligibility, participation or vesting or receipt of benefits under a welfare benefit plan (but not the accrual of benefits under a retirement plan) under any employee benefit plan, program or arrangement established or maintained by Parent or a Subsidiary of Parent in which Business Employees may participate, such Business Employees shall be credited for service accrued as of the Effective Time with the Company to the extent such service was credited under a similar plan, program or arrangement of the Company. (b) To the extent Business Employees and their dependents enroll in any health plan sponsored by Parent or a Subsidiary of Parent, Parent shall waive any preexisting condition limitation applicable to such Business Employees to the extent that the employee’s 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) 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 6.8.

Benefit Matters. (a) To the extent service is relevant for purposes of eligibilityThe Buyer Sub shall offer employment to each Employee, participation or vesting or receipt of benefits under a welfare benefit plan (but not the accrual of benefits under a retirement plan) under any employee benefit plan, program or arrangement established or maintained by Parent or a Subsidiary of Parent in which Business Employees may participate, such Business Employees shall be credited for service accrued as of effective upon the Effective Time with the Company Time. All such offers of employment pursuant to the extent such service was credited under a similar plan, program or arrangement of the Company.this Section 7.11 (ba) To will be for employment-at-will and will be contingent on the extent Business Employees and their dependents enroll in any health plan sponsored by Parent or a Subsidiary of ParentEmployee satisfying customary hiring conditions, Parent shall waive any preexisting condition limitation applicable to such Business Employees to the extent that the employee’s 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 Companyapplicable, and (ii) to provide each Business the Buyer Sub may terminate any Employee at any time 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 reason following the Effective Time. (cb) With respect to the 401(k) accounts As 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 the Buyer Sub shall, in accordance with their terms, where applicable, adopt and assume all 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 Benefit Plans, other than the Company’s Seller 401(k) plan Profit Sharing Plan, and all rights, responsibilities, obligations, liabilities, insurance policies and service provider contracts thereunder. On and after the Closing Date, neither the Seller nor any of the Seller Stockholders shall have any rights, responsibilities, obligations or liabilities under any such assumed Benefit Plan, regardless of whether such rights, responsibilities, obligations or liabilities arose prior to, on or after the Closing Date, except with respect to a breach of Section 4.20 of this Agreement. (c) The Buyer Sub shall assume the liability for accrued and unused vacation with respect to each Employee 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 Buyer shall permit Employees who have an account balance under the Seller 401(k) Profit Sharing Plan, a tax-qualified defined contribution retirement plan, to rollover (whether by direct or indirect rollover, as selected by such Employee) his or her “eligible rollover distribution” (as defined under Section 402(c)(4) of the Code) in the form of cash, a promissory note (in the case of loans) or any combination thereof from the Seller 401(k) Profit Sharing Plan to the Buyer Personal Savings Account Plan, a tax-qualified defined contribution retirement plan. In the case of any Employee with an outstanding loan balance under the Seller 401(k) Profit Sharing Plan, the Seller and Parent the Buyer shall cooperate with each other in all reasonable respects relating to any actions take (or cause to be taken pursuant taken) any and all necessary action, to this Section 6.8the extent allowable by Law, to permit the Employee to rollover such outstanding loan balance to the Buyer Personal Savings Account Plan through a direct rollover on or as soon as administratively possible after the Closing Date. Each Employee shall become a participant in the Buyer Personal Savings Account Plan on the Closing Date and, for purposes of eligibility and vesting under such plan, shall receive credit for the Employee’s service with the Seller. (e) After the Closing Date, the Buyer shall provide to the Seller, without charge, the services and support from the Seller’s former Vice President of Human Resources that are necessary for the Seller to terminate and liquidate the Seller 401(k)

Benefit Matters. (a) To the extent service is relevant for purposes of eligibilityThe Buyer Sub shall offer employment to each Employee, participation or vesting or receipt of benefits under a welfare benefit plan (but not the accrual of benefits under a retirement plan) under any employee benefit plan, program or arrangement established or maintained by Parent or a Subsidiary of Parent in which Business Employees may participate, such Business Employees shall be credited for service accrued as of effective upon the Effective Time with Time. All such offers of employment pursuant to this Section 7.11(a) will be for employment-at-will and will be contingent on the Company to the extent such service was credited under a similar planEmployee satisfying customary hiring conditions, program or arrangement of the Company. (b) To the extent Business Employees and their dependents enroll in any health plan sponsored by Parent or a Subsidiary of Parent, Parent shall waive any preexisting condition limitation applicable to such Business Employees to the extent that the employee’s 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 Companyapplicable, and (ii) to provide each Business the Buyer Sub may terminate any Employee at any time 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 reason following the Effective Time. (cb) With respect to the 401(k) accounts As 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 the Buyer Sub shall, in accordance with their terms, where applicable, adopt and assume all 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 Benefit Plans, other than the Company’s Seller 401(k) plan Profit Sharing Plan, and all rights, responsibilities, obligations, liabilities, insurance policies and service provider contracts thereunder. On and after the Closing Date, neither the Seller nor any of the Seller Stockholders shall have any rights, responsibilities, obligations or liabilities under any such assumed Benefit Plan, regardless of whether such rights, responsibilities, obligations or liabilities arose prior to, on or after the Closing Date, except with respect to a breach of Section 4.20 of this Agreement. (c) The Buyer Sub shall assume the liability for accrued and unused vacation with respect to each Employee 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 Buyer shall permit Employees who have an account balance under the Seller 401(k) Profit Sharing Plan, a tax-qualified defined contribution retirement plan, to rollover (whether by direct or indirect rollover, as selected by such Employee) his or her “eligible rollover distribution” (as defined under Section 402(c)(4) of the Code) in the form of cash, a promissory note (in the case of loans) or any combination thereof from the Seller 401(k) Profit Sharing Plan to the Buyer Personal Savings Account Plan, a tax-qualified defined contribution retirement plan. In the case of any Employee with an outstanding loan balance under the Seller 401(k) Profit Sharing Plan, the Seller and Parent the Buyer shall cooperate take (or cause to be taken) any and all necessary action, to the extent allowable by Law, to permit the Employee to rollover such outstanding loan balance to the Buyer Personal Savings Account Plan through a direct rollover on or as soon as administratively possible after the Closing Date. Each Employee shall become a participant in the Buyer Personal Savings Account Plan on the Closing Date and, for purposes of eligibility and vesting under such plan, shall receive credit for the Employee’s service with each the Seller. (e) After the Closing Date, the Buyer shall provide to the Seller, without charge, the services and support from the Seller’s former Vice President of Human Resources that are necessary for the Seller to terminate and liquidate the Seller 401(k) Profit Sharing Plan. Such services and support shall include (i) the preparation and filing of Form 5310 with the Internal Revenue Service for the termination of such plan and responding to questions and requests for information in connection with such filing, (ii) the administration of the Seller 401(k) Profit Sharing Plan through the date of final liquidation, and (iii) the preparation and filing of all Form 5500s, including the final Form 5500 following liquidation of such plan. Notwithstanding anything to the contrary, such services and support will only be provided in a settlor capacity or for purely administrative functions and will not be provided in a fiduciary capacity. (f) Nothing contained herein, expressed or implied, is intended to confer upon any individual (including any Employee) any right to employment or continued employment with the Buyer or any of its Affiliates for any period by reason of this Agreement. In addition, the provisions of this Agreement, in particular this Section 7.11 are solely for the benefit of the Parties to this Agreement, and no other in all reasonable respects relating Person (including any current or former employee, director or independent contractor or any other individual associated therewith) shall be regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment to any actions to be taken pursuant to this Section 6.8Benefit Plan or any compensation or benefit plan of the Buyer nor shall anything contained herein restrict the Buyer or its Affiliates from amending or terminating any of their employee benefit plans or compensation arrangements.

Benefit Matters. (ai) To the extent service is relevant for purposes of eligibility, participation or vesting or receipt of benefits under a welfare benefit plan (but not the accrual of benefits under a retirement plan) under any employee benefit plan, program or arrangement established or maintained by Parent or a Subsidiary of Parent in which Business Employees may participate, such Business Employees shall be credited for service accrued Effective as of the Effective Time Closing, Buyer shall (and shall cause to be taken all actions as are necessary or appropriate to) assume the sponsorship of, the assets maintained pursuant to, and all liabilities and obligations arising under or in connection with each Assumed Seller Plan. Buyer shall be solely responsible for complying with the requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code for any individual who is an “M&A qualified beneficiary” as defined in Q&A-4 of Treas. Reg. §54.4980B-9. (ii) Prior to the Closing, (A) the board of managers of the Company will have caused to be passed a resolution stating that the Company 401(k) Plan shall be terminated effective at least one (1) day prior to the Closing but contingent on the occurrence of the Closing, and (B) the Company shall not take any actions that would cause the Company 401(k) Plan to lose its tax-qualified status. Within thirty (30) days of Closing, Buyer shall permit all employees who were participants in or eligible to participate in the Company 401(k) Plan as of the Closing Date to participate in a 401(k) plan maintained by Buyer or its Affiliates (the “Buyer 401(k) Plan”). Prior to the Closing, the board of directors of Buyer will have caused to be passed a resolution (a copy of which shall have been provided to Sellers) stating that Buyer or designee of Buyer shall become the named fiduciary (as determined under ERISA) of the Company 401(k) Plan following the Closing, which resolution may also provide that Buyer may delegate such fiduciary status to a designee to the extent permitted by applicable Laws. Buyer shall further cause the Buyer 401(k) Plan to accept rollovers of distributions (or direct rollovers) and outstanding participant loans from the Company 401(k) Plan. Buyer shall administer, at Buyer’s sole cost and expense, the termination of the Company 401(k) Plan in compliance with its terms and the requirements of all applicable Laws, and in such a manner as to permit the distribution of loan promissory notes from the Company 401(k) Plan and rollover of such promissory notes to the Buyer 401(k) Plan without causing any default on a Company 401(k) Plan loan. (iii) Following the Closing, Buyer shall cause to be granted to all employees of Buyer or any of its Affiliates who were employees of the Company or any of its Subsidiaries immediately prior to the Closing credit for all purposes (including eligibility, vesting, and accrual or determination of amount of benefits) for their service with the Company or any of its Subsidiaries prior to the extent such service was credited Closing under a similar any benefit or compensation plan, program program, agreement, contract or arrangement maintained by Buyer or any of its Affiliates. Further, following the Closing, Buyer shall credit all employees of Buyer or any of its Affiliates who were employees of the Company. (b) To the extent Business Employees and their dependents enroll in Company or any health plan sponsored by Parent or a Subsidiary of Parent, Parent shall waive any preexisting condition limitation applicable to such Business Employees its Subsidiaries immediately prior to the extent Closing with the amount of their extended illness bank benefits in the amount set forth on Schedule 11E(iii) and shall permit all such employees to utilize such benefits in accordance with the terms of the policy of the Company and its Subsidiaries that the employee’s 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 was 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 benefits prior to the Effective TimeClosing Date. (c) 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 6.8.