Common use of Certain Benefit Plans Clause in Contracts

Certain Benefit Plans. As soon as practicable after the execution of this Agreement, the Company and Acquirer shall use their commercially reasonable efforts to confer and work together in good faith to agree upon mutually acceptable employee benefit arrangements (and terminate Company Employee Plans immediately prior to the Effective Time if appropriate) so as to provide benefits to employees of the Company generally equivalent in the aggregate to those provided to similarly situated employees of Acquirer. In addition, the Company agrees that it and its Subsidiaries shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than contractual agreements disclosed on the Company Disclosure Letter) prior to the Effective Time. Years of service with the Company or any of its Subsidiaries or predecessor organizations thereof (and service otherwise credited by the Company or any of its Subsidiaries or predecessor organizations thereof) prior to the Effective Time shall be credited under the Acquirer Employee Plans listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter to the same extent as service with Acquirer is credited under such Acquirer Employee Plans (including for purposes of eligibility, vesting and benefit accrual). Employees of the Company who participate in an Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter shall participate in such Acquirer Employee Plan on terms no less favorable than those offered by Acquirer to employees of Acquirer (including those provisions relating to the coverage of dependents). Acquirer shall use its commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group plans to be waived with respect to Employees of the Company who participate in any Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter, and their eligible dependents, and shall provide each such participant and dependent with credit for any co-payments and deductibles paid prior to the Effective Time for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under all such Acquirer Employee Plans in which such participants are eligible to participate after the Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such benefit.

Certain Benefit Plans. As soon as practicable (a) Promptly after the execution date of this Agreement, the Company's Board of Directors shall adopt resolutions to discontinue (for any applicable period that has not yet commenced) the distribution of Company Common Stock to any Company Benefit Plan subject to Section 401(a) of the Code and Acquirer to discontinue the purchase of Company Common Stock under the Company's Employee Stock Purchase Plan. Prior to the Closing Date, the Company's Board of Directors shall use their commercially reasonable efforts adopt a resolution freezing and terminating each Company Benefit Plan that contains a cash or deferred arrangement subject to confer and work together in good faith Section 401(k) of the Code. The Company shall provide written resolutions reasonably satisfactory to agree upon mutually acceptable employee benefit arrangements (and terminate Company Employee Plans immediately Parent authorizing the foregoing. A copy of such resolutions shall be delivered to Parent prior to the Effective Time if appropriateClosing Date. As soon as practical after the Closing, Parent may cause the Surviving Corporation to file the terminated Company Benefit Plans with the IRS for favorable determination letters and the Surviving Corporation shall take such other steps as it deems necessary in its sole discretion with respect to the terminated Company Benefit Plans. In connection with such terminations, the Company is authorized and directed to make, prior to the Closing Date, any matching contributions to any such 401(k) so as to provide benefits to Plan in the amount or percentage required or customarily awarded under the plan for the plan year of the Closing Date and the previous plan year. (b) From and after the date that active employees of the Company generally equivalent who are covered under any Company Benefit Plan cease to be covered under such Plan (herein called the "Continuing Employees"), Parent shall cause all Continuing Employees to be eligible to participate in the aggregate to those provided to all applicable employee benefit plans in which similarly situated employees of Acquirer. In addition, the Company agrees that it Parent and its Subsidiaries shall terminate participate (called "Parent Plans"), under the terms and conditions of the applicable Parent Plans, except as provided herein. For purposes of any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than contractual agreements disclosed on the Company Disclosure Letter) prior to the Effective Time. Years length of service requirement, waiting periods, vesting periods or different benefits based on length of service in any Parent Plans for which a Continuing Employee will be eligible, the Parent shall ensure that service by such Continuing Employee with the Company or any of its Subsidiaries shall be deemed to have been service with the Parent or predecessor organizations thereof its Subsidiaries. Nothing contained in this Agreement shall confer upon any Continuing Employee any right with respect to continued employment with the Parent. (and c) Parent shall cause each applicable Parent Plan to grant credit to each Continuing Employee for all service otherwise credited by on or prior to the Closing Date with the Company or any of its Subsidiaries or predecessor organizations thereof) prior to the Effective Time shall be credited under the Acquirer Employee Plans listed under Items 3Subsidiaries, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter to the same extent as service with Acquirer is credited under such Acquirer Employee Plans (including for purposes of eligibility, vesting and vesting, benefit accrual, benefit calculations or allowances (including, without limitation, entitlements to vacation, severance, sick days and other paid leave). Employees of the Company who participate in an Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter shall participate in such Acquirer Employee Plan on terms no less favorable than those offered by Acquirer to employees of Acquirer (including those provisions relating to the coverage of dependents). Acquirer shall use its commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group plans to be waived with respect to Employees of the Company who participate in any Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter, and their eligible dependents, and shall provide each such participant and dependent with credit for any co-payments and deductibles paid prior to the Effective Time for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under all such Acquirer Employee Plans in which such participants are eligible to participate after the Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such benefit.

Certain Benefit Plans. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Company Plans and all employment agreements entered into by the Company prior to the date hereof; 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 Company Plan or any other individual employee benefit plan, program, agreement or policy or as requiring Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract. As soon as administratively practicable after following the execution Effective Time, Parent shall cause all employees of this Agreement, the Company and Acquirer shall use their commercially reasonable efforts its subsidiaries then actually at work ("Company Employees") to confer and work together in good faith to agree upon mutually acceptable be covered under employee benefit and fringe benefit plans, programs, policies and arrangements that are substantially the same as the employee benefit plans, programs, policies and arrangements that Parent maintains for similarly situated employees of Parent (and terminate "Parent-Provided Plans"). (b) All service of a Company Employee taken into account prior to the Effective Time under any Company Plan shall, on and after the Effective Time, be taken into account as service with the Parent or any of its subsidiaries (as applicable) for purposes of eligibility to participate and vesting and accrual of benefits under any similar Parent-Provided Plan; provided, however, that a Company Employee's service prior to the Effective Time shall not be taken into account as service for purposes of the accrual of benefits under any defined benefit pension plan maintained by Parent or any of its subsidiaries on or after the Effective Time. 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 Company Plans immediately prior to the Effective Time if appropriateand (ii) so as to provide benefits to employees of that any expenses incurred by Company Employees (and their dependents) during the Company generally equivalent in the aggregate to those provided to similarly situated employees of Acquirer. In addition, the Company agrees that it and its Subsidiaries shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than contractual agreements disclosed on the Company Disclosure Letter) prior to plan year within which the Effective Time. Years Time occurs shall be taken into account for purposes of service with the Company or any of its Subsidiaries or predecessor organizations thereof satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions (and service otherwise credited like adjustments or limitations on coverage) under the Parent-Provided Plans. Any salary reduction elections of Company Employees under a flexible spending plan maintained by the Company or any pursuant to section 125 of its Subsidiaries or predecessor organizations thereof) the Code prior to the Effective Time shall be credited continue in effect under the Acquirer Employee Plans listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter to the same extent as service with Acquirer is credited under such Acquirer Employee Plans (including for purposes of eligibility, vesting and benefit accrual). Employees of the Company who participate in an Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter shall participate in such Acquirer Employee any similar Parent-Provided Plan on terms no less favorable than those offered by Acquirer to employees of Acquirer (including those provisions relating to the coverage of dependents). Acquirer shall use its commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group plans to be waived with respect to Employees of the Company who participate in any Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter, and their eligible dependents, and shall provide each such participant and dependent with credit for any co-payments and deductibles paid prior to the Effective Time for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under all such Acquirer Employee Plans in which such participants are eligible to participate after the Effective Time. Notwithstanding , and any amounts credited and debited to accounts of such employees under such Company Plan as of the foregoing Effective Time shall be credited and debited to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such benefitemployees' accounts under such Parent-Provided Plan.

Certain Benefit Plans. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Company Plans and all employment agreements entered into by the Company prior to the date hereof; 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 Company Plan or any other individual employee benefit plan, program, agreement or policy or as requiring Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract. As soon as administratively practicable after following the execution Effective Time, Parent shall cause all employees of this Agreement, the Company and Acquirer shall use their commercially reasonable efforts its subsidiaries then actually at work ("Company Employees") to confer and work together in good faith to agree upon mutually acceptable be covered under employee benefit and fringe benefit plans, programs, policies and arrangements that are substantially the same as the employee 37 benefit plans, programs, policies and arrangements that Parent maintains for similarly situated employees of Parent (and terminate "Parent-Provided Plans"). (b) All service of a Company Employee taken into account prior to the Effective Time under any Company Plan shall, on and after the Effective Time, be taken into account as service with the Parent or any of its subsidiaries (as applicable) for purposes of eligibility to participate and vesting and accrual of benefits under any similar Parent-Provided Plan; provided, however, that a Company Employee's service prior to the Effective Time shall not be taken into account as service for purposes of the accrual of benefits under any defined benefit pension plan maintained by Parent or any of its subsidiaries on or after the Effective Time. 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 Company Plans immediately prior to the Effective Time if appropriateand (ii) so as to provide benefits to employees of that any expenses incurred by Company Employees (and their dependents) during the Company generally equivalent in the aggregate to those provided to similarly situated employees of Acquirer. In addition, the Company agrees that it and its Subsidiaries shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than contractual agreements disclosed on the Company Disclosure Letter) prior to plan year within which the Effective Time. Years Time occurs shall be taken into account for purposes of service with the Company or any of its Subsidiaries or predecessor organizations thereof satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions (and service otherwise credited like adjustments or limitations on coverage) under the Parent-Provided Plans. Any salary reduction elections of Company Employees under a flexible spending plan maintained by the Company or any pursuant to section 125 of its Subsidiaries or predecessor organizations thereof) the Code prior to the Effective Time shall be credited continue in effect under the Acquirer Employee Plans listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter to the same extent as service with Acquirer is credited under such Acquirer Employee Plans (including for purposes of eligibility, vesting and benefit accrual). Employees of the Company who participate in an Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter shall participate in such Acquirer Employee any similar Parent-Provided Plan on terms no less favorable than those offered by Acquirer to employees of Acquirer (including those provisions relating to the coverage of dependents). Acquirer shall use its commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group plans to be waived with respect to Employees of the Company who participate in any Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter, and their eligible dependents, and shall provide each such participant and dependent with credit for any co-payments and deductibles paid prior to the Effective Time for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under all such Acquirer Employee Plans in which such participants are eligible to participate after the Effective Time. Notwithstanding , and any amounts credited and debited to accounts of such employees under such Company Plan as of the foregoing Effective Time shall be credited and debited to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such benefitemployees' accounts under such Parent-Provided Plan.