Common use of Benefits Covenant Clause in Contracts

Benefits Covenant. On and after the Effective Time, Parent shall, or shall cause the Surviving Company to: (a) provide the employees of the Company as of the Effective Time for so long as they remain employed by the Company (other than those employees to be terminated as of the Effective Time, each of whom is listed on Schedule 5.3(a)) (the “Covered Employees”) with the same or substantially similar employee benefits and compensation plans, programs and arrangements that are provided to similarly situated employees of Parent and its Subsidiaries (other than with respect to the Company’s 401(k) plan, with respect to which such employees will remain participants through January 1, 2011, at which time such employees will then be eligible to participate in Parent’s 401(k) plan), and which will be satisfied with respect to medical benefits during 2010 by causing the Surviving Company to continue existing Company plans. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION (b) provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, for all periods of employment with the Company (or any predecessor entities) prior to the Effective Time and with the Surviving Company and any of its Affiliates on and after the Effective Time; and (c) provide that, if applicable, any pre-existing condition, eligibility waiting periods and evidence of insurability requirements are waived with respect to Covered Employees (and their eligible dependents) under medical, dental or vision plans of Parent or the Surviving Company in which Covered Employees participate after the Effective Time.

Benefits Covenant. On and after the Effective Time, Parent shall, or shall cause the Surviving Company to: (a) provide the employees each employee of the Company and its Subsidiaries as of the Effective Time for so long as they remain employed by the Company (other than those employees to be terminated as or any of the Effective Time, each of whom is listed on Schedule 5.3(a)) its Subsidiaries (the “Covered Employees”) with the same or substantially similar employee benefits and compensation plans, programs and arrangements that are provided to similarly situated employees of Parent and its Subsidiaries (other than with respect to the Company’s 401(k) plan, with respect to which such employees will remain participants through January 1, 2011, at which time such employees will then be eligible to participate in Parent’s 401(k) plan), and which will be satisfied with respect to medical benefits during 2010 by causing the Surviving Company to continue existing Company plans. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSIONSubsidiaries; (b) to the extent permitted under the terms of any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), waive any evidence of insurability requirements and waive the application of any pre-existing condition limitations (to the extent permitted under the terms of the underlying policy and subject to the consent of the insurer, as applicable), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, for all periods of employment with the Company or any of its Subsidiaries (or any predecessor entities) prior to the Effective Time and with the Surviving Company and any of its Affiliates on and after the Effective Time; and; (c) provide thatthe employees of the Company and its Subsidiaries as of the Effective Time with the ability to participate, if applicableas though they were employees of Parent on January 1, any 2012, in Parent’s 2012 employee bonus plan under which cash bonuses may be earned based on the extent to which Parent and its subsidiaries, on a consolidated basis, achieve certain pre-existing conditionset financial performance targets; (d) by December 31, eligibility waiting periods 2012, subject to the approval of the Compensation Committee of Parent’s Board of Directors, grant under Parent’s Amended and evidence Restated 2008 Equity Incentive Plan, as amended (the “2008 Plan”), to certain employees of insurability requirements the Company and its Subsidiaries, nonstatutory stock options to purchase an aggregate of approximately 450,000 shares of Parent’s common stock (which includes the grants under the employment agreements to those employees set forth on Schedule 6.3(d)); and (e) provide COBRA continuation coverage (within the meaning of Section 4980B of the Code and the Treasury regulations thereunder) to all individuals who are waived M&A qualified beneficiaries (within the meaning assigned to such term under Q&A-4 of Treasury regulation Section 54.4980B-9) with respect to Covered Employees (and their eligible dependents) under medical, dental or vision plans the transactions contemplated by this Agreement for the duration of Parent or the Surviving Company in period for which Covered Employees participate after the Effective Timeindividuals are entitled to such coverage.

Benefits Covenant. On and after the Effective Time, Parent shall, or shall cause the Surviving Company to: (a) provide the employees of the Company and its Subsidiaries as of the Effective Time for so long as they remain employed by the Company or any of its Subsidiaries (other than those employees to be terminated as of the Effective Time, each of whom is listed on Schedule 5.3(a5.9(a)) (the “Covered Employees”) with (i) during the period commencing at the Effective Time through and including December 31, 2010, employee benefits and compensation plans, programs and arrangements that are substantially similar, in the aggregate, to those the Covered Employees enjoy immediately prior to the Effective Time; provided, however, that if the employees of Parent or any of its Subsidiaries receive 401(k) matching benefits or participate in an Employee Stock Purchase Plan or similar program (the “Enhanced Benefits”), then the Covered Employees shall be provided with such Enhanced Benefits, and (ii) beginning on January 1, 2011 and thereafter, the same or substantially similar employee benefits and compensation plans, programs and arrangements that are provided to similarly situated employees of Parent and its Subsidiaries (other than with respect to the Company’s 401(k) plan, with respect to which such employees will remain participants through January 1, 2011, at which time such employees will then be eligible to participate in Parent’s 401(k) plan), and which will be satisfied with respect to medical benefits during 2010 by causing the Surviving Company to continue existing Company plans. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSIONSubsidiaries; (b) provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, for all periods of employment with the Company or any of its Subsidiaries (or any predecessor entities) prior to the Effective Time and with the Surviving Company and any of its Affiliates on and after the Effective Time; (c) pay employees of the Company or any of its Subsidiaries who are terminated as of the Effective Time severance in accordance with the Company’s policies in existence as of June 30, 2009; and (cd) provide thatnot amend or modify, if applicableand make all payments under, any pre-existing condition, eligibility waiting periods and evidence of insurability requirements are waived with respect the Company’s 2009 Bonus Plan as in effect immediately prior to Covered Employees (and their eligible dependents) under medical, dental or vision plans of Parent or the Surviving Company in which Covered Employees participate after the Effective Timedate hereof.

Benefits Covenant. On and after the Effective Time, Parent shall, or shall cause the Surviving Company to: (a) provide the employees of the Company as of the Effective Time for so long as they remain employed by the Company (other than those employees to be terminated as of the Effective Time, each of whom is listed on Schedule 5.3(a)) (the “Covered Employees”) with the same or substantially similar employee benefits and compensation plans, programs and arrangements that are provided to similarly situated employees of Parent and its Subsidiaries (other than with respect to the Company’s 401(k) plan, with respect to which such employees will remain participants through January 1, 2011, at which time such employees will then be eligible to participate in Parent’s 401(k) plan), and which will be satisfied with respect to medical benefits during 2010 by causing the Surviving Company to continue existing Company plans. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSIONSubsidiaries; (b) to the extent permitted under the terms of any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, for all periods of employment with the Company (or any predecessor entities) prior to the Effective Time and with the Surviving Company and any of its Affiliates on and after the Effective Time; and (c) provide thatthe employees of the Company as of the Effective Time with the ability to participate in Parent’s 2012 employee bonus plan under which cash bonuses may be earned based on the extent to which Parent and its subsidiaries, if applicableon a consolidated basis, any achieve certain pre-existing conditionset financial performance targets, eligibility waiting periods with such participation being subject to and evidence in accordance with the terms of insurability requirements are waived with respect to Covered Employees (and their eligible dependents) under medical, dental or vision plans of Parent or the Surviving Company in which Covered Employees participate after the Effective Timesuch bonus plan.

Benefits Covenant. On and after the Effective Time, Parent shall, or shall cause the Surviving Company to: (a) provide the employees of the Company as of the Effective Time for so long as they remain employed by the Company (other than those employees to be terminated as of the Effective Time, each of whom is listed on Schedule 5.3(a)) (the “Covered Employees”) with the same or substantially similar employee benefits and compensation plans, programs and arrangements that are provided to similarly situated employees of Parent and its Subsidiaries (other than with respect to the Company’s 401(k) plan, with respect to which such employees will remain participants through January 1, 2011, at which time such employees will then be eligible to participate in Parent’s 401(k) plan), and which will be satisfied with respect to medical benefits during 2010 by causing the Surviving Company to continue existing Company plans. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSIONSubsidiaries; (b) to the extent permitted under the terms of any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, provide all Covered Employees with service credit for purposes of eligibility, participation, vesting vesting, vacation and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Company in which Covered Employees are eligible to participate, for all periods of employment with the Company (or any predecessor entities) prior to the Effective Time and with the Surviving Company and any of its Affiliates on and after the Effective Time; and (c) provide thatthe employees of the Company as of the Effective Time with the ability to participate in (i) the Company’s 2013 employee bonus plan attached hereto as Schedule 6.3 (to the extent such employees are currently participating in such plan) and (ii) Parent’s 2014 employee bonus plan under which cash bonuses may be earned based on the extent to which Parent and its subsidiaries, if applicableon a consolidated basis, any achieve certain pre-existing conditionset financial performance targets, eligibility waiting periods with such participation being subject to and evidence in accordance with the terms of insurability requirements are waived with respect to Covered Employees (and their eligible dependents) under medical, dental or vision plans of Parent or the Surviving Company in which Covered Employees participate after the Effective Timesuch bonus plan.