Common use of Benefits and Employment Clause in Contracts

Benefits and Employment. None of Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries shall have any obligation to continue any Company Plan as of or subsequent to the Effective Time; and each of Parent and the Surviving Corporation shall have the right to amend, modify, or terminate any Company Plan at or subsequent to the Effective Time; provided that the Company shall have the right to terminate immediately prior to the Closing Date any Company Plan that is then intended to be qualified within the meaning of Code Section 401(a). Notwithstanding any provision in this Agreement to the contrary, employees of the Company or any Company Subsidiary who continue employment with Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries following the Effective Time (the "Continuing Employees") shall receive compensation and benefits substantially comparable in the aggregate to those of similarly situated employees. Such benefits may be provided through continuation of the Company Plans or through employee benefit plans of the Surviving Corporation (or of the Parent or the Surviving Corporation's subsidiaries, as the case may be), including but not limited to defined benefit pension plans and retiree health plans, maintained, established or contributed to by Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries at or subsequent to the Effective Time (collectively, the "Surviving Corporation Plans"). The Continuing Employees shall receive full credit for periods of service with the Company or any Company Subsidiary prior to the Effective Time for purposes of determining eligibility and vesting (but not benefit accruals) under the Surviving Corporation Plans, other than any Surviving Corporation Plan which is a retiree health plan, for which Continuing Employees shall receive credit for purposes of eligibility, vesting and benefit accrual only with respect to service for Parent, the Surviving Corporation or the Surviving Corporation's Subsidiaries on and after the Effective Time. Any amounts previously expended by Continuing Employees for purposes of satisfying deductibles under any Company Plan for the applicable current plan year shall be credited for purposes of satisfying any corresponding deductibles under the Surviving Corporation Plans. No preexisting condition limitations (that would not have been applicable under the Company Plans) shall be imposed on Continuing Employees upon admittance into any Surviving Corporation Plan.

Benefits and Employment. None (a) As of Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries shall have any obligation to continue any Company Plan as of or subsequent to the Effective Time; , Parent agrees to assume the Change in Control Severance Agreements listed in Section 7.6 of the Company Disclosure Schedule and each to perform the Company's obligations thereunder in the same manner and to the same extent as the Company would be required thereunder to perform such obligations in the absence of Parent and the Surviving Corporation shall have the right to amend, modify, or terminate any Company Plan at or subsequent to such assumption. (b) As soon as commercially practicable after the Effective Time; provided that the Company shall have the right to terminate immediately prior to the Closing Date any Company Plan that is then intended to be qualified within the meaning of Code Section 401(a). Notwithstanding any provision in this Agreement to the contrary, employees of the Company or any Company Subsidiary who continue employment with Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries following the Effective Time (the "Continuing Employees") Employees shall receive compensation and benefits substantially comparable in the aggregate to those of similarly situated employeesemployees of Parent based on Parent's evaluation of the nature and scope of the employee's duties; principal location where those duties are performed; grade level; and performance. Such benefits Benefits provided to Continuing Employees following the Effective Time may be provided through continuation of the Company Plans or through employee benefit 42 plans of the Surviving Corporation (or of the Parent or the Surviving Corporation's subsidiariesSubsidiaries, as the case may be), including including, but not limited to defined benefit pension plans and to, retiree health plans, maintained, established or contributed to by Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries Subsidiaries at or subsequent to the Effective Time (collectively, the "Surviving Corporation Plans"). The Continuing Employees shall receive full credit for periods of service with the Company or any Company Subsidiary prior to the Effective Time for purposes of determining eligibility and vesting (but not benefit accruals) under the Surviving Corporation Plans; provided, that credit will not be given for purposes of benefit accruals (other than vacation policies), and provided further, that as to any Surviving Corporation Plan which is a retiree health plan, for which Continuing Employees shall will not receive credit for purposes of eligibility, vesting and benefit accrual only with respect to service for Parent, the Surviving Corporation or the Surviving Corporation's Subsidiaries on and after before the Effective Time. Any amounts previously expended by Continuing Employees for purposes of satisfying deductibles under any Company Plan for the applicable current plan year shall be credited for purposes of satisfying any corresponding deductibles under the Surviving Corporation Plans. No preexisting pre-existing condition limitations (that would not have been applicable under the Company Plans) Plans shall be imposed on Continuing Employees upon admittance into any Surviving Corporation Plan. Nothing contained in this Section 7.6 shall require Parent, the Surviving Corporation, or any of their Affiliates to continue to employ or to continue any level of compensation and benefits of any Company Employee for any period following the Effective Time or create any third party rights. (c) Except as set forth in Section 7.6(a) and Section 7.6(b), none of Parent, the Surviving Corporation or any of the Surviving Corporation's Subsidiaries shall have any obligation to continue any Plan as of or subsequent to the Effective Time; and each of Parent and the Surviving Corporation shall have the right to amend, modify, or terminate any Plan at or subsequent to the Effective Time.

Benefits and Employment. None (a) As of Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries shall have any obligation to continue any Company Plan as of or subsequent to the Effective Time; , Parent agrees to assume the Change in Control Severance Agreements listed in Section 7.6 of the Company Disclosure Schedule and each to perform the Company's obligations thereunder in the same manner and to the same extent as the Company would be required thereunder to perform such obligations in the absence of Parent and the Surviving Corporation shall have the right to amend, modify, or terminate any Company Plan at or subsequent to such assumption. (b) As soon as commercially practicable after the Effective Time; provided that the Company shall have the right to terminate immediately prior to the Closing Date any Company Plan that is then intended to be qualified within the meaning of Code Section 401(a). Notwithstanding any provision in this Agreement to the contrary, employees of the Company or any Company Subsidiary who continue employment with Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries following the Effective Time (the "Continuing Employees") Employees shall receive compensation and benefits substantially comparable in the aggregate to those of similarly situated employeesemployees of Parent based on Parent's evaluation of the nature and scope of the employee's duties; principal location where those duties are performed; grade level; and performance. Such benefits Benefits provided to Continuing Employees following the Effective Time may be provided through continuation of the Company Plans or through employee benefit plans of the Surviving Corporation (or of the Parent or the Surviving Corporation's subsidiariesSubsidiaries, as the case may be), including including, but not limited to defined benefit pension plans and to, retiree health plans, maintained, established or contributed to by Parent, the Surviving Corporation or any of the Surviving Corporation's subsidiaries Subsidiaries at or subsequent to the Effective Time (collectively, the "Surviving Corporation Plans"). The Continuing Employees shall receive full credit for periods of service with the Company or any Company Subsidiary prior to the Effective Time for purposes of determining eligibility and vesting (but not benefit accruals) under the Surviving Corporation Plans; provided, that credit will not be given for purposes of benefit accruals (other than vacation policies), and provided further, that as to any Surviving Corporation Plan which is a retiree health plan, for which Continuing Employees shall will not receive credit for purposes of eligibility, vesting and benefit accrual only with respect to service for Parent, the Surviving Corporation or the Surviving Corporation's Subsidiaries on and after before the Effective Time. Any amounts previously expended by Continuing Employees for purposes of satisfying deductibles under any Company Plan for the applicable current plan year shall be credited for purposes of satisfying any corresponding deductibles under the Surviving Corporation Plans. No preexisting pre-existing condition limitations (that would not have been applicable under the Company Plans) Plans shall be imposed on Continuing Employees upon admittance into any Surviving Corporation Plan. Nothing contained in this Section 7.6 shall require Parent, the Surviving Corporation, or any of their Affiliates to continue to employ or to continue any level of compensation and benefits of any Company Employee for any period following the Effective Time or create any third party rights. (c) Except as set forth in Section 7.6(a) and Section 7.6(b), none of Parent, the Surviving Corporation or any of the Surviving Corporation's Subsidiaries shall have any obligation to continue any Plan as of or subsequent to the Effective Time; and each of Parent and the Surviving Corporation shall have the right to amend, modify, or terminate any Plan at or subsequent to the Effective Time.