Common use of Certain Employee Agreements Clause in Contracts

Certain Employee Agreements. (a) Subject to Section 5.11(d), Lil Marc and its subsidiaries shall honor, without modification, all contracts, agreements, collective bargaining agreements and commitments of ITI and its subsidiaries that apply to any current or former employees or current or former directors of ITI and its subsidiaries; provided, however, that this undertaking is not intended to prevent Lil Marc from enforcing such contracts, agreements, collective bargaining agreements and commitments in accordance with their terms, or from enforcing any right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. (b) For all purposes under the employee benefit plans providing benefits after the Effective Time to any individuals who are employed by ITI or any of its subsidiaries, as the case may be, immediately prior to the Effective Time and who continue in the employment of Lil Marc or any of its subsidiaries after the Effective Time (a "Continuing Employee"), such employee shall be credited in accordance with the terms of the applicable plan with his or her years of service before the Effective Time, to the same extent as such employee was entitled, before the Effective Time, to credit for such service under any similar ITI Employee Benefit Plan, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all ITI Employee Benefit Plans or any other employee benefit plans sponsored by Lil Marc and its subsidiaries after the Effective Time (such plans, collectively the "New Plans") to the extent coverage under such plan replaces coverage under a comparable ITI Employee Benefit Plan, in which such employee participates immediately before or at any time following the Effective Time (such plans, collectively, the "Old Plans"); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Lil Marc shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, except to the extent such exclusions and/or requirements were applicable to such employee and/or his or her dependents under the applicable Old Plan and Lil Marc shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Certain Employee Agreements. (a) Subject to Section 5.11(d7.8(d), Lil Marc and its subsidiaries the Surviving Corporation shall honor, without modification, all contracts, agreements, collective bargaining agreements and commitments of ITI and its subsidiaries the parties that apply to any current or former employees or current or former directors of ITI and its subsidiariesthe parties; provided, however, that this undertaking is not intended to prevent Lil Marc the Surviving Corporation from enforcing such contracts, agreements, collective bargaining agreements and commitments in accordance with their terms, or from enforcing any right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. (b) For all purposes under the employee benefit plans providing benefits after the Effective Time to any individuals who are employed by ITI DGAC or the Company or any of its their respective subsidiaries, as the case may be, immediately prior to the Effective Time and who continue in the employment of Lil Marc DGAC or any of its subsidiaries after the Effective Time (a "Continuing Employee"), such employee shall be credited in accordance with the terms of the applicable plan with his or her years of service before the Effective Time, to the same extent as such employee was entitled, before the Effective Time, to credit for such service under any similar ITI DGAC Employee Benefit Plan or Company Employee Benefit Plan, as applicable, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all ITI Company Employee Benefit Plans or DGAC Employee Benefit Plans, respectively, or any other employee benefit plans sponsored by Lil Marc and its subsidiaries the Surviving Corporation after the Effective Time (such plans, collectively the "New Plans") to the extent coverage under such plan replaces coverage under a comparable ITI DGAC Employee Benefit Plan or Company Employee Benefit Plan, respectively, in which such employee participates immediately before or at any time following the Effective Time (such plans, collectively, the "Old Plans"); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Lil Marc the Surviving Corporation shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, except to the extent such exclusions and/or requirements were applicable to such employee and/or his or her dependents under the applicable Old Plan and Lil Marc DGAC shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Subject to applicable collective bargaining agreements, for a period of two (2) years following the Effective Time, any reductions in workforce in respect of employees of the Surviving Corporation shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, and without regard to whether such employees were employed before the Effective Time by DGAC or the Company or its subsidiaries, and any employees whose employment is terminated or jobs are eliminated by the Surviving Corporation during such period shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by the Surviving Corporation. Any workforce reductions carried out following the Effective Time by the Surviving Corporation shall comply with all applicable collective bargaining agreements, laws and regulations, including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder and any comparable state or local law. However, no provision contained in this Section 7.8 shall be deemed to constitute an employment contract between the Surviving Corporation and any individual, or a waiver of the Surviving Corporation's right to discharge any employee at any time, with or without cause. (d) For a period of not less than one (1) year following the Effective Time, the compensation and employee benefits provided to the individuals who are employed by DGAC immediately before the Effective Time who continue in employment with the Surviving Corporation after the Effective Time (the "DGAC Continuing Employees") and the individuals who are employed by Company and its subsidiaries immediately before the Effective Time who continue in employment with the Surviving Corporation after the Effective Time (the "Company Continuing Employees") shall be no less favorable, in the aggregate, than the compensation and employee benefits provided to such individuals immediately before the Effective Time.

Certain Employee Agreements. (a) Subject to Section 5.11(d), Lil Marc and its subsidiaries shall honor, without modification, all contracts, agreements, collective bargaining agreements and commitments of ITI and its subsidiaries that apply to any current or former employees or current or former directors of ITI and its subsidiaries; provided, however, that this undertaking is not intended to prevent Lil Marc from enforcing such contracts, agreements, collective bargaining agreements and commitments in accordance with their terms, or from enforcing any right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. (b) For all purposes under the employee benefit plans providing benefits after the Effective Time Closing Date to any individuals who are employed by ITI the Company or any of its subsidiaries, as the case may be, subsidiaries immediately prior to the Effective Time Closing Date and who continue in the employment of Lil Marc Buyer or any of its subsidiaries after the Effective Time Closing Date (a "Continuing Employee"), such employee shall be credited in accordance with the terms of the applicable plan with his or her years of service before the Effective TimeClosing Date, to the same extent as such employee was entitled, before the Effective TimeClosing Date, to credit for such service under any similar ITI Company Employee Benefit Plan, except to the extent such credit would result in a duplication of benefitsbenefits or an accrual of benefits under any defined benefit plan or any money purchase pension plan. In addition, and without limiting the generality of the foregoing: : (i) Buyer shall use its best efforts to allow each Continuing Employee shall to be immediately eligible to participate, without any waiting time, in any and all ITI Company Employee Benefit Plans or any other employee benefit plans sponsored by Lil Marc Buyer and its subsidiaries after the Effective Time Closing Date (such plans, collectively the "New Plans") to the extent coverage under such plan replaces coverage under a comparable ITI Company Employee Benefit Plan, in which such employee participates immediately before or at any time following the Effective Time Closing Date (such plans, collectively, the "Old Plans"); ) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Lil Marc Buyer shall use its best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, except to the extent such exclusions and/or requirements were applicable to such employee and/or his or her dependents under the applicable Old Plan and Lil Marc shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Certain Employee Agreements. (a) Subject to Section 5.11(d)7.10, Lil Marc NSP and its subsidiaries shall honor, without modification, all contracts, agreements, collective bargaining agreements and commitments of ITI and its subsidiaries the parties that apply to any current or former employees or current or former directors of ITI and its subsidiariesthe parties; provided, however, that this undertaking is not intended to prevent Lil Marc NSP from enforcing such contracts, agreements, collective bargaining agreements and commitments in accordance with their terms, or from enforcing any right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. (b) For all purposes under the employee benefit plans providing benefits after the Effective Time to any individuals who are employed by ITI NSP or NCE or any of its their respective subsidiaries, as the case may be, immediately prior to the Effective Time and who continue in the employment of Lil Marc NSP or any of its subsidiaries after the Effective Time (a "Continuing a"Continuing Employee"), such employee shall be credited in accordance with the terms of the applicable plan with his or her years of service before the Effective Time, to the same extent as such employee was entitled, before the Effective Time, to credit for such service under any similar ITI NSP Employee Benefit Plan or NCE Employee Benefit Plan, as applicable, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all ITI NCE Employee Benefit Plans or NSP Employee Benefit Plans, respectively, or any other employee benefit plans sponsored by Lil Marc NSP and its subsidiaries after the Effective Time (such plans, collectively the "New Plans") to the extent coverage under such plan replaces coverage under a comparable ITI NSP Employee Benefit Plan or NCE Employee Benefit Plan, respectively, in which such employee participates immediately before or at any time following the Effective Time (such plans, collectively, the "Old Plans"); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Lil Marc NSP shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, except to the extent such exclusions and/or requirements were applicable to such employee and/or his or her dependents under the applicable Old Plan and Lil Marc NSP shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Subject to applicable collective bargaining agreements, for a period of two (2) years following the Effective Time, any reductions in workforce in respect of employees of NSP and its subsidiaries shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, and without regard to whether such employees were employed before the Effective Time by NSP or its subsidiaries or NCE or its subsidiaries, and any employees whose employment is terminated or jobs are eliminated by NSP or any of its subsidiaries during such period shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by NSP or any of its subsidiaries. Any workforce reductions carried out following the Effective Time by NSP and its subsidiaries shall comply with all applicable collective bargaining agreements, laws and regulations, including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder and any comparable state or local law. However, no provision contained in this Section 7.9 shall be deemed to constitute an employment contract between NSP and any individual, or a waiver of NSP's right to discharge any employee at any time, with or without cause. (d) For a period of not less than one year following the Effective Time, the compensation and employee benefits provided to the individuals who are employed by NSP and its subsidiaries immediately before the Effective Time who continue in employment with NSP and its subsidiaries after the Effective Time (the "NSP Continuing Employees") and the individuals who are employed by NCE and its subsidiaries immediately before the Effective Time who continue in employment with NSP and its subsidiaries after the Effective Time (the "NCE Continuing Employees") shall be no less favorable, in the aggregate, than the compensation and employee benefits provided to such individuals immediately before the Effective Time. Without limiting the generality of the foregoing, the NSP Severance Pay Plan shall continue in effect for the NSP Continuing Employees without amendment adverse to any participant therein for at lease one year following the Effective Time.

Certain Employee Agreements. (a) Subject to Section 5.11(d7.8(d), Lil Marc and its subsidiaries the Surviving Corporation shall honor, without modification, all contracts, agreements, collective bargaining agreements and commitments of ITI and its subsidiaries the parties that apply to any current or former employees or current or former directors of ITI and its subsidiariesthe parties; provided, however, that this undertaking is not intended to prevent Lil Marc the Surviving Corporation from enforcing such contracts, agreements, collective bargaining agreements and commitments in accordance with their terms, or from enforcing any right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. (b) For all purposes under the employee benefit plans providing benefits after the Effective Time to any individuals who are employed by ITI DGAC or the Company or any of its their respective subsidiaries, as the case may be, immediately prior to the Effective Time and who continue in the employment of Lil Marc DGAC or any of its subsidiaries after the Effective Time (a "Continuing Employee"), such employee shall be credited in accordance with the terms of the applicable plan with his or her years of service before the Effective Time, to the same extent as such employee was entitled, before the Effective Time, to credit for such service under any similar ITI DGAC Employee Benefit Plan or Company Employee Benefit Plan, as applicable, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all ITI Company Employee Benefit Plans or DGAC Employee Benefit Plans, respectively, or any other employee benefit plans sponsored by Lil Marc and its subsidiaries the Surviving Corporation after the Effective Time (such plans, collectively the "New Plans") to the extent coverage under such plan replaces coverage under a comparable ITI DGAC Employee Benefit Plan or Company Employee Benefit Plan, respectively, in which such employee participates immediately before or at any time following the Effective Time (such plans, collectively, the "Old Plans"); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Lil Marc the Surviving Corporation shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, except to the extent such exclusions and/or requirements were applicable to such employee and/or his or her dependents under the applicable Old Plan and Lil Marc DGAC shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Subject to applicable collective bargaining agreements, for a period of two (2) years following the Effective Time, any reductions in workforce in respect of employees of the Surviving Corporation shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, and without regard to whether such employees were employed before the Effective Time by DGAC or the Company or its subsidiaries, and any employees whose employment is terminated or jobs are eliminated by the Surviving Corporation during such period shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by the Surviving Corporation. Any workforce reductions carried out following the Effective Time by the Surviving Corporation shall comply with all applicable collective bargaining agreements, laws and regulations, including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder and any comparable state or local law. However, no provision contained in this Section 7.8 shall be deemed to constitute an employment contract between the Surviving Corporation and any individual, or a waiver of the Surviving Corporation's right to discharge any employee at any time, with or without cause. (d) For a period of not less than one (1) year following the Effective Time, the compensation and employee benefits provided to the individuals who are employed by DGAC immediately before the Effective Time who continue in employment with the Surviving Corporation after the Effective Time (the "DGAC Continuing Employees") and the individuals who are employed by Company and its subsidiaries immediately before the Effective Time who continue in employment with the Surviving Corporation after the Effective Time (the "Company Continuing Employees") shall be no less favorable, in the aggregate, than the compensation and employee benefits provided to such individuals immediately before the Effective Time.