Common use of Certain Benefit Plans Clause in Contracts

Certain Benefit Plans. Except as otherwise provided in Section 4.4, Parent agrees that the Company will assume and honor and, from and after the Effective Time, it will cause the Surviving Corporation to assume and honor all obligations under Employee Benefit Plans of the Company and all employment, change-in-control, retention, severance and other similar agreements entered into by the Company prior to the date hereof, including those which provide for the payment, vesting or acceleration of benefits to employees, former employees or directors or former directors of the Company upon or in connection with a change in control of the Company (all of which are listed in Section 5.25 of the Company Disclosure Letter); provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any such Employee Benefit Plan or as requiring Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract so long as any such action shall not adversely affect the accrued rights or accrued benefits of any employees or other beneficiaries which shall have arisen thereunder prior to such amendment or termination and shall not affect any rights or benefits for which the agreement of the other party or a beneficiary is required as a condition to any such amendment or termination. Parent or the Surviving Corporation shall offer to each employee of the Company who remains an employee of the Surviving Corporation or who becomes an employee of Parent after the Effective Time (a "Continuing Employee") participation in employee benefit plans of Parent as deemed appropriate by Parent. Parent will, or will cause the Surviving Corporation or another appropriate Subsidiary of Parent to, give Continuing Employees full credit under such plans for prior service at the Company for purposes of eligibility, vesting, benefit accrual, and determination of the level of benefits for prior service at the Company or any corporate predecessor of the Company.

Certain Benefit Plans. Except as otherwise provided in Section 4.4, (a) Parent agrees that the Company will assume and honor and, from and after the Effective Time, it will cause the Surviving Corporation to assume and honor all obligations under Employee Benefit Plans of the Company and all employment, change-in-control, retention, severance and other similar employment agreements entered into by the Company prior to the date hereof, including those which provide for the payment, vesting or acceleration of benefits to employees, former employees or directors or former directors of the Company upon or in connection with a change in control of the Company (all of which are listed in Section 5.25 of the Company Disclosure Letter); provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any such Employee Benefit Plan or as requiring the Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract so long as any such action shall not adversely affect the accrued rights or accrued benefits of any employees or other beneficiaries which shall have arisen thereunder prior to such amendment or termination and shall not affect any rights or benefits for which the agreement of the other party or a beneficiary is required as a condition to any such amendment or termination. As soon as administratively practicable following the Effective Time, Parent shall cause all employees of the Company then actually at work to be covered under employee benefit and fringe benefit plans, programs, policies and arrangements (including, without limitation, those which provide medical, dental or life insurance benefits) that are no less favorable than the employee benefit plans, programs, policies and arrangements that Parent maintains for its similarly situated employees ("Parent-Provided Plans"); provided, that nothing in this sentence shall be deemed to limit or otherwise affect the right of the Surviving Corporation shall offer to each terminate the employment or change the place of work, responsibilities, status or designation of any employee of the Company who remains as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with the terms of any applicable employment or retainer agreement to which the Company or any of its Subsidiaries is presently a party. (b) All service of an employee of the Surviving Corporation or who becomes an employee Company taken into account prior to the Effective Time under any Employee Benefit Plan shall, on and after the Effective Time, be taken into account as service with the Parent for purposes of eligibility to participate and vesting under any similar Parent-Provided Plan. Parent shall cause all Parent-Provided Plans to (i) waive any pre-existing condition limitations otherwise applicable on and after the Effective Time to the extent that such conditions are covered under the Company's Employee Benefit Plans immediately prior to the Effective Time and (a "Continuing Employee"ii) participation in employee benefit plans of Parent as deemed appropriate provide that any expenses incurred by Parent. Parent will, or will cause the Surviving Corporation or another appropriate Subsidiary of Parent to, give Continuing Employees full credit under such plans for prior service at Company's employees (and their dependents) during the Company plan year within which the Effective Time occurs shall be taken into account for purposes of eligibilitysatisfying applicable deductible, vesting, benefit accrualcoinsurance and maximum out-of-pocket provisions (and like adjustments or limitations on coverage) under the Parent-Provided Plans. Any salary reduction elections of employees of the Company under a flexible spending plan maintained by the Company pursuant to section 125 of the Code prior to the Effective Time shall continue in effect under any similar Parent-Provided Plan on and after the Effective Time, and determination any amounts credited and debited to accounts of such employees under such Employee Benefit Plan as of the level of benefits for prior service at the Company or any corporate predecessor of the CompanyEffective Time shall be credited and debited to such employees' accounts under such Parent-Provided Plan.