Common use of Certain Employee Benefit Matters Clause in Contracts

Certain Employee Benefit Matters. (a) To the extent requested by Parent, (i) Launch shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch to be terminated at least one day prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date. (b) Individuals who continue employment with Yahoo!, Launch, or the Surviving Corporation from and after the Effective Time shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation of the Merger. (c) Yahoo! will, or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year of the Effective Time.

Certain Employee Benefit Matters. (a) To the extent requested by Parent, (i) Launch shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch to be terminated at least one day prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date. (b) Individuals who continue employment with Yahoo!, Launch, or the Surviving Corporation from and after the Effective Time shall be referred to herein as "AFFECTED EMPLOYEESAffected Employees." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOOYahoo! EMPLOYEE BENEFIT PLANSEmployee Benefit Plans") pursuant to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation of the Merger. (c) Yahoo! will, or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year of the Effective Time.

Certain Employee Benefit Matters. (a) To Tiger shall prior to the extent requested Closing Date take all actions necessary pursuant to the terms of the ESPP in order to accelerate the Purchase Date for the Purchase Period that includes the Effective Time of the Offering Period that commenced on August 1, 2001 under such plan (the "2001 Offering Period") such that a new Purchase Date for the 2001 Offering Period shall occur on the day prior to the Closing Date and shares shall be purchased by ParentESPP participants prior to the Effective Time. The 2001 Offering Period shall expire immediately following such new Purchase Date and the ESPP shall terminate immediately prior to the Effective Time. Tiger shall amend the ESPP prior to the Closing Date to provide that the Offering Period scheduled to commence on February 1, 2002 (ithe "February Offering Period") Launch shall terminate on the earlier of the Closing Date or January 31, 2004 and that if terminated on the Closing Date, each participant shall receive a full refund of all contributions made in the February Offering Period. Capitalized terms in this Section if not otherwise defined in this Agreement, have the meanings ascribed to them in the ESPP. (b) Talarian shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch Talarian to be terminated at least one day prior to the date that Parent Closing Date, and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any use commercially reasonable efforts to cause such 401(k) plan sponsored to be amended prior to or maintained by Launch as of such termination so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date. (b) Individuals who continue employment comply with Yahoo!, Launch, or the Surviving Corporation from and after the Effective Time shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation all requirements of the MergerRetirement Protection Act of 1994, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, and the Internal Revenue Service Restructuring and Reform Act of 1998. (c) Yahoo! will, The Talarian shall take or will cause to be taken all reasonable steps as may be required to cause the Surviving Corporation totransactions relating to the Merger by each individual who is a director or officer of the Talarian to be exempt under Rule 16b-3 promulgated under the Exchange Act, recognize such steps to be taken in accordance with the employment service Interpretive Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. Furthermore, the Board of each Affected Employee Directors of TIBCO shall prior to the Effective Time, to the extent permitted by applicable law, take or cause to be taken all actions necessary to obtain approval in the form required by Rule 16b-3 of the Exchange Act so that, with Launch respect to persons who will or may become officers or directors of TIBCO, the transactions relating to the Merger that may be considered acquisitions under such Rule for such persons will be exempt thereunder. The TIBCO Board of Directors' actions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of eligibility and vesting (such Section 16(b) exemption, including, but not limited to, specifying the name of each subject person, the number of securities to be acquired or disposed of for each such person, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d). (d) As soon as practicable after the execution of this Agreement, Talarian and TIBCO shall confer and work together in good faith to agree upon mutually acceptable employee benefit accrual) and compensation arrangements (and terminate Talarian Employee Plans immediately prior to the Closing Date if appropriate). To the extent permitted under any Yahoo! Employee Benefit Plan. Each Affected Employee's years the governing plan documents, Employees of Talarian and its subsidiaries will be granted credit for all service with Launch Talarian, its subsidiaries or its affiliates under each Talarian employee benefit plan, program or arrangement of TIBCO or its affiliates in which such Employees are eligible to participate for all purposes, except for purposes of benefit accrual under a defined benefit pension plan. TIBCO and Talarian shall each perform and undertake all acts as may be necessary to comply with the applicable provisions of the Workers Adjustment and Retaining Act ("WARN") and laws for all of their respective employees. TIBCO shall be otherwise recognized responsible for all general any pay any liability for severance payments, pursuant to WARN or otherwise, to any TIBCO employee that accrues or becomes payable during the period of such employee's employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year service with TIBCO or arises out of the Effective Time termination of such person's employment with TIBCO. Talarian shall be responsible for and pay any liability for severance payments, pursuant to WARN or otherwise, to any Affected Employee shall be offset by any vacation time used by Talarian employee that accrues or paid to an Affected Employee by Launch in becomes payable during the calendar year period of such employee's employment or service with Talarian or arises out of the Effective Timetermination of such persons employment with Talarian.

Certain Employee Benefit Matters. (a) To For the extent requested by Parentone year period ending on the first anniversary of the Effective Date (the "Continuation Period"), the Surviving Corporation shall, or shall cause its Subsidiaries to, (i) Launch shall take all necessary action pay to cause each of their respective employees, during any 401(k) plan sponsored portion of the Continuation Period that such employee is employed by the Surviving Corporation or maintained by Launch any such Subsidiary, an annual salary or hourly wage rate, as applicable, that is no less than the annual salary or hourly wage rate payable to be terminated at least one day such employee immediately prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) Effective Time and (ii) Launch shall provide Yahoo! such employees (as a group) in the aggregate with a copy employee benefits, during any portion of resolutions duly adopted the Continuation Period that such employees are employed by Launch's Board of Directors amending the Surviving Corporation or any 401(ksuch Subsidiary, that are substantially similar in the aggregate to either (i) plan sponsored or maintained by Launch so as the employee benefits provided to assure its continued qualified status under Code section 401(asuch employees pursuant to the Company Plans (other than equity based benefits) on termination and terminating such plan effective at least one day immediately prior to the Closing DateEffective Time or (ii) the employee benefits provided to similarly-situated employees of Nortel Networks and its Subsidiaries. Notwithstanding any other provision herein, none of the Surviving Corporation, any of its Subsidiaries or Nortel Networks will have any obligation to continue the employment of any such employee for any period following the Effective Time. (b) Individuals who continue employment with Yahoo!With respect to the Plans, Launchif any, of Nortel Networks or Nortel Networks' Subsidiaries in which employees of the Company or its Subsidiaries ("Company Employees") become eligible to participate after the Effective Time (the "Nortel Networks Plans"), Nortel Networks shall, or shall cause its Subsidiaries or the Surviving Corporation from to: (i) with respect to each Nortel Networks Plan that is a medical or health plan, (x) waive any exclusions for pre-existing conditions under such Nortel Networks Plan that would result in a lack of coverage for any condition for which the applicable Company Employee would have been entitled to coverage under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the Nortel Networks Plan; (y) waive any waiting period under such Nortel Networks Plan to the extent that such period exceeds the corresponding waiting period under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the Nortel Networks Plan (after taking into account the service credit provided for herein for purposes of satisfying such waiting period); and (z) provide each Company Employee with credit for any co-payments and deductibles paid by such Company Employee prior to his or her transfer to the Nortel Networks Plan (to the same extent such credit was given under the analogous Company Plan prior to such transfer) in satisfying any applicable deductible or out-of-pocket requirements under such Nortel Networks Plan for the plan year that includes such transfer; and (ii) recognize service of the Company Employees with the Company or any of its Subsidiaries for purposes of eligibility to participate and vesting credit, and, solely with respect to vacation benefits, benefit accrual in any Nortel Networks Plan in which the Company Employees are eligible to participate after the Effective Time to the extent that such service was recognized for that purpose under the analogous Company Plan prior to such transfer; provided that the foregoing shall not apply to the extent it would result in duplication of benefits. Nothing in this paragraph shall be referred interpreted to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible require Nortel Networks to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan provide for the Surviving Corporation following the consummation participation of the Mergerany Company Employee in any Nortel Networks Plan. (c) Yahoo! willTo the extent applicable, or will Nortel Networks and the Company shall each take such reasonable steps as are required to cause the Surviving Corporation to, recognize disposition and acquisition of equity securities (including derivative securities) pursuant to Article III of this Agreement in connection with the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year consummation of the Effective Time to any Affected Employee shall be offset Merger by any vacation time used by each individual who is an officer or paid to an Affected Employee by Launch in the calendar year director of the Effective TimeCompany to qualify for exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(d) and (e) promulgated under the Exchange Act.

Certain Employee Benefit Matters. (a) To At the extent requested by ParentEffective Time, (i) Launch shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch employees of Target whose employment with Target is to be terminated at least one day prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date. (b) Individuals who continue employment with Yahoo!, Launch, or the Surviving Corporation from and after the Effective Time ("Continuing Employees") shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in those employee benefit plans maintained by Acquiror for similarly situated employees of Acquiror, or substantially similar programs ("Acquiror Employee Plans"), on the same terms applicable to similarly situated employees of Acquiror and to the extent that such plans and programs provide the following benefits: medical/dental/vision care, life insurance, disability income, sick pay, holiday and vacation pay, 401(k) plan coverage, Internal Revenue Code Section 125 benefit arrangements, bonus, profit-sharing or other incentive plans, pension or retirement programs, dependent care assistance, severance benefits, and employee stock option and stock purchase plans. Each Continuing Employee shall be given credit for any vacation and sick leave time accrued, arrangementsbut unused, payroll practices (including as of the day immediately preceding the Effective Time less any amounts paid for such Continuing Employee for unused accrued vacation and sick leave, and provided that any Continuing Employee who has been advanced vacation or paid time off entitlement) offered sick leave prior to employees accrual under the Target's plans and policies or any agreements with such Continuing Employee shall have such advanced leave deducted from the amount of Yahoo! such leave such Continuing Employee would otherwise accrue under Acquiror Employee Plan. Not withstanding the foregoing, in lieu of causing the Continuing Employees to participate in Acquiror Employee Plans as of the Effective Time, Acquiror may, as to any one or maintained more of such benefits, cause the Continuing Employees to continue to participate in a Target Employee Plan providing the relevant benefit described in the first sentence of this paragraph for a reasonable transition period after the Effective Time. Each Continuing Employee shall be given credit, for purposes of any service requirements for participation or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant vesting, for his or her period of service with Target credited under a similar plan prior to the terms of each Effective Time, subject to appropriate break in service rules. Each such Planemployee shall, with respect to any Acquiror Employee Plans which have co-payment, deductible or other co-insurance features, receive credit for any amounts such individual has paid to date in the absence plan year as of plan terms the Effective Time (or, if later, the time of the transition of such employee from a Target Employee Plan to an Acquiror Employee Plan) under the comparable plans or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period programs maintained by Target prior to the Effective Time to the respective human resources departments extent permitted under the Acquiror Benefit Plan (b) If the employment of Yahoo! any employee of Target is terminated (x) by Acquiror without Cause (defined below) or (y) by employee if employee's place of employment is relocated to a location outside the Birmingham, Alabama metropolitan area at any time within one year after the Effective Time, provided that the employee signs a general release of all claims against Acquiror and Launch Magnolia, the employee shall work together be entitled to establish a employee receive severance benefits transition plan for consisting of: (i) continuation of such employee's then current monthly base salary, less applicable withholding taxes until the Surviving Corporation following the consummation one-year anniversary of the Merger. (c) Yahoo! willEffective Time, or will cause at Acquiror's election, an equivalent lump sum payment less applicable withholding taxes, (ii) a single cash payment equal to the Surviving Corporation tonumber of unvested shares, recognize as of the employment service date of each Affected Employee with Launch termination, subject to an option granted to the employee by Target prior to the Merger and assumed by Acquiror under the terms of this Agreement multiplied by the difference between the exercise price of such shares (after conversion of the exercise price and number of shares pursuant to this Agreement) and the average closing price of Acquiror's Common Stock during the fifteen (15)days prior to the termination date and (iii) prompt reimbursement for purposes premiums paid by the employee for continuation of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in health insurance benefits until the calendar one-year anniversary of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in under COBRA, provided that the calendar year of the Effective Time.employee makes a timely election therefor. For

Certain Employee Benefit Matters. (a) To With respect to the extent requested by Plans, if any, of Parent or Parent's Subsidiaries in which employees of the Company or its Subsidiaries ("COMPANY EMPLOYEES") become eligible to participate after the Effective Time (the "PARENT PLANS"), Parent shall, or shall cause its Subsidiaries or the Surviving Corporation to: (i) Launch shall take all necessary action with respect to cause each Parent Plan that is a medical or health plan, (x) waive any 401(k) plan sponsored or maintained by Launch exclusions for pre-existing conditions under such Parent Plan that would result in a lack of coverage for any condition for which the applicable Company Employee would have been entitled to be terminated at least one day coverage under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the date Parent Plan; (y) waive any waiting period under such Parent Plan to the extent that such period exceeds the corresponding waiting period under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the Parent Plan (after taking into account the service credit provided for herein for purposes of satisfying such waiting period); and Launch become members of a controlled group of corporations as described (z) provide each Company Employee with credit for any co-payments and deductibles paid by such Company Employee prior to his or her transfer to the Parent Plan (to the same extent such credit was given under the analogous Company Plan prior to such transfer) in Code section 414(b) satisfying any applicable deductible or become out-of-pocket requirements under common control as described in Code section 414(c) such Parent Plan for the plan year that includes such transfer; and (ii) Launch shall provide Yahoo! recognize service of the Company Employees with a copy the Company or any of resolutions duly adopted by Launch's Board its Subsidiaries for purposes of Directors amending eligibility to participate and vesting credit, and, solely with respect to vacation benefits, benefit accrual in any 401(k) plan sponsored or maintained by Launch so as Parent Plan in which the Company Employees are eligible to assure its continued qualified status participate after the Effective Time to the extent that such service was recognized for that purpose under Code section 401(a) on termination and terminating such plan effective at least one day the analogous Company Plan prior to such transfer; provided that the Closing Dateforegoing shall not apply to the extent it would result in duplication of benefits. While Parent agrees to provide the aforesaid benefits, nothing in this paragraph shall be interpreted to require Parent to provide for the participation of any Company Employee in any existing Parent Plan. (b) Individuals who continue employment with Yahoo!To the extent applicable, Launch, or Parent and the Surviving Corporation from Company shall each take such reasonable steps as are required to cause the disposition and after the Effective Time shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices acquisition of equity securities (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS"derivative securities) pursuant to the terms Article III of each such Plan, or this Agreement in the absence of plan terms or provisions, in accordance connection with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation of the Merger. (c) Yahoo! will, Merger by each individual who is an officer or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year director of the Effective Time Company to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year qualify for exemption from Section 16(b) of the Effective TimeExchange Act pursuant to Rule 16b-3(e) promulgated under the Exchange Act.

Certain Employee Benefit Matters. (a) To For the extent requested by Parentone year period ending on the first anniversary of the Effective Date (the "Continuation Period"), the Surviving Corporation shall, or shall cause its Subsidiaries to, (i) Launch shall take all necessary action pay to cause each of their respective employees, during any 401(k) plan sponsored portion of the Continuation Period that such employee is employed by the Surviving Corporation or maintained by Launch any such Subsidiary, an annual salary or hourly wage rate, as applicable, that is no less than the annual salary or hourly wage rate payable to be terminated at least one day such employee immediately prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) Effective Time and (ii) Launch shall provide Yahoo! such employee in the aggregate with a copy employee benefits, during any portion of resolutions duly adopted the Continuation Period that such employees are employed by Launch's Board of Directors amending the Surviving Corporation or any 401(ksuch Subsidiary, that are substantially similar in the aggregate to the employee benefits provided to such employees pursuant to the Company Plans (other than equity based benefits) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day immediately prior to the Closing DateEffective Time. Without limiting the foregoing, during the Continuation Period, the Surviving Corporation and its Subsidiaries shall continue to maintain without modification those Company Plans that provide severance benefits and that are listed on Section 6.13(a) of the Company Disclosure Schedule. Notwithstanding any other provision herein, none of the Surviving Corporation, any of its Subsidiaries or Nortel will have any obligation to continue the employment of any such employee for any period following the Effective Time. (b) Individuals who continue employment with Yahoo!With respect to the Plans, Launchif any, of Nortel in which employees of the Company or the Surviving Corporation from and its Subsidiaries ("Company Employees") become eligible to participate after the Effective Time (the "Nortel Plans"), Nortel shall, or shall be referred cause the Surviving Corporation to: (i) with respect to each Nortel Plan that is a medical or health plan, (x) waive any exclusions for pre-existing conditions under such Nortel Plan that would result in a lack of coverage for any condition for which the applicable Company Employee would have been entitled to coverage under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the Nortel Plan; (y) waive any waiting period under such Nortel Plan to the extent that such period exceeds the corresponding waiting period under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the Nortel Plan (after taking into account the service credit provided for herein as "AFFECTED EMPLOYEES." Each Affected for purposes of satisfying such waiting period); and (z) provide each Company Employee will be with credit for any co-payments and deductibles paid by such Company Employee prior to his or her transfer to the Nortel Plan (to the same extent such credit was given under the analogous Company Plan prior to such transfer) in satisfying any applicable deductible or out-of-pocket requirements under such Nortel Plan for the plan year that includes such transfer; and (ii) recognize all service of the Company Employees with the Company or any of its Subsidiaries for purposes of eligibility to participate, vesting credit, entitlement to benefits, and, solely with respect to vacation and severance benefits, benefit accrual in any Nortel Plan in which the Company Employees are eligible to participate in after the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by Effective Time; provided that the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant foregoing shall not apply to the terms extent it would result in duplication of each such Plan, or benefits. Nothing in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior this paragraph shall be interpreted to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together require Nortel to establish a employee benefits transition plan provide for the Surviving Corporation following the consummation participation of the Mergerany Company Employee in any Nortel Plan. (c) Yahoo! willTo the extent applicable, or will Nortel and the Company shall each take such reasonable steps as are required to cause the Surviving Corporation to, recognize disposition and acquisition of equity securities (including derivative securities) pursuant to Article III of this Agreement in connection with the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year consummation of the Effective Time to any Affected Employee shall be offset Merger by any vacation time used by each individual who is an officer or paid to an Affected Employee by Launch in the calendar year director of the Effective TimeCompany to qualify for exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e) promulgated under the Exchange Act.

Certain Employee Benefit Matters. (i) As soon as is practicable after the Closing Date, but effective as of such date, Purchaser shall adopt or designate a 401(k) Savings Plan (the "PURCHASER SAVINGS PLAN") and shall establish a trust pursuant thereto (the "PURCHASER SAVINGS TRUST"). As soon as is practicable after the Closing Date, Purchaser shall furnish to USOP a determination letter finding the Purchaser Savings Plan and the Purchaser Savings Trust to be qualified and tax-exempt under Sections 401(a) and 501(a) of the Internal Revenue Code. (ii) As soon as practicable after the USOP's receipt of a copy of such letter, USOP shall cause the Seller Retirement Savings Plan (the "SELLER SAVINGS PLAN") and the Seller Retirement Savings Trust pursuant thereto (the "SELLER SAVINGS TRUST") to transfer to the Purchaser Savings Plan and Purchaser Savings Trust the accounts under the Seller Savings Plan and the Seller Savings Trust (including the assets and Liabilities therein) attributable to all Employees of the Seller. USOP shall cause all of such accounts to be fully vested upon such transfer. Such transfer shall be made in the form of cash. Such transfer shall satisfy the requirements of Code Sections 401(a)(12) and 414(l) and the regulations pursuant thereto. Prior to such transfer, USOP will provide Purchaser with such documents and other information as Purchaser shall reasonably request to assure itself that the Seller's Savings Plan and the Seller's Savings Trust are qualified and tax-exempt under the provisions of Code Sections 401(a) and 501(a) respectively as of the date of such transfer. Purchaser Savings Plan shall preserve for the Employees all benefits, rights and features applicable to such transferred accounts, including but not limited to those rights and features protected under Section 411(d)(6) of the Internal Revenue Code. USOP shall provide to Purchaser copies of such personnel and other records of USOP pertaining to the Employees and such records of any agent or representative of USOP, in each case pertaining to the Seller Savings Plan and the Seller Savings Trust and as Purchaser may reasonably request in order to administer and manage the accounts and assets transferred to the Purchaser Savings Plan and Purchaser Savings Trust. Upon such transfer, the Purchaser Savings Plan shall assume the Liabilities with respect to all amounts transferred from the Seller Savings Plan and the Seller Savings Trust to the Purchaser Savings Plan and Purchaser Savings Trust in respect of the Employees. Purchaser and the Seller shall cooperate in the filing of documents required by the transfer of assets and Liabilities described herein. (iii) The Purchaser Savings Plan shall provide to the Employees all of their benefits accrued under the Seller Savings Plan as of the date of transfer. The Purchaser Savings Plan shall also provide that an Employee's period of employment with the Seller, any of their Subsidiaries or any predecessor thereof (as applicable) for which credit was given under the Seller Savings Plan shall be given equivalent credit under the Purchaser Savings Plan to the effect that if any Employee becomes an employee of Purchaser as of the Closing Date, or thereafter by reason of recall, no interruption in participation, benefit accrual or vesting service shall be deemed to have occurred for such Employee under the Purchaser Savings Plan by reason of the change in employment contemplated by this Agreement. (B) From and after the Closing Date, Purchaser shall assume and become solely responsible for any and all post-retirement welfare benefit coverages and Liabilities of USOP with respect to the former employees of the Sellers (and their covered dependents and beneficiaries) listed on SECTION 5.08 OF THE DISCLOSURE SCHEDULE. (C) (i) From and after the Closing Date and through December 31, 2001 (or such earlier date as Purchaser may elect), Sellers shall offer coverage to all Employees under Welfare Plans maintained by Sellers (the "SELLER WELFARE PLANS"). Upon presentation of invoices indicating the calculation thereof, Purchaser shall reimburse the Sellers for (a) To all direct expenses for claims paid under such Seller Welfare Plans for the extent requested Employees, net of the amount, if any, reimbursed by ParentSellers' insurance for such expenses, (i) Launch shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch to be terminated at least one day prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date. (b) Individuals who continue employment with Yahoo!, Launch, or the Surviving Corporation from and after the Effective Time shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices per capita allocation of administrative overhead costs (including vacation or paid time off entitlementbut not limited to out of pocket expenses and insurance coverage) offered to employees of Yahoo! or maintained or established by maintain the Surviving Corporation from time Seller Welfare Plans for the Employees for such period. USOP will attempt in good faith to time (arrange for the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant transfer to the terms of each such PlanPurchaser any assets, or in the absence of plan terms or provisions, in accordance with the regularly established insurance policies or procedures of Yahoo! or the Surviving Corporation. In the period prior other funding vehicles used to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan provide coverage for the Surviving Corporation following Employees under the consummation of the MergerSeller Welfare Plans. (c) Yahoo! will, or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year of the Effective Time.

Certain Employee Benefit Matters. (a) To As of the extent requested by ParentEffective Time, (i) Launch Parent and the Company shall take all actions necessary action to cause any 401(kall option agreements which are in effect under the Stock Option Plan following the Effective Time in accordance with the provisions of Section 6.01 (the "Option Agreements") plan sponsored to provide that, in the event a recipient of options under such Option Agreement who is employed by Parent or maintained by Launch its subsidiaries in accordance with this Agreement (each, an "Optionee") is terminated from employment without Cause during the period from the Effective Time until the second anniversary of the Effective Time (the "Covered Period"), all options granted to be terminated at least one day prior to such Optionee under such Option Agreements which are not exercisable under the terms of such agreements on the date that the Optionee's employment is terminated shall accelerate, and that all options subject to such Option Agreements shall be exercisable for a period of thirty (30) days beginning on the date that the Optionee's employment is terminated, after which period all such options shall be cancelled and such Option Agreements 62 shall terminate. In the event an Optionee voluntarily resigns from employment with Parent or its subsidiaries without Good Reason (as defined below), is terminated from employment with Parent or its subsidiaries for Cause, or refuses an offer of employment in a similar position and at a comparable salary with Parent or its subsidiaries, all options which are not exercisable or have not been exercised on the date the Optionee's employment terminates shall be cancelled and the Option Agreements to which such Optionee is a party shall terminate. Except as otherwise provided, all other terms of the Option Agreements shall remain unchanged. Further, with respect to executives of the Company who are employed at the level of vicepresident or above as identified in the document titled "Current NeXT Software Employment Data", effective December 17, 1996, who are employed by Parent or the Company immediately after the Effective Time ("Transferred Senior Executives"), Parent and Launch become members the Company shall take all actions necessary to amend the Option Agreements which are in effect with respect to such Transferred Senior Executives to provide that in the event such Transferred Senior Executive resigns from employment with Parent or its subsidiaries for Good Reason during the Covered Period, all options subject to such Option Agreements which are not exercisable under the terms of such agreements as of the date that the Transferred Senior Executive resigns shall accelerate, and that all options subject to such Option Agreements shall be exercisable for a controlled group period of corporations as described in Code section 414(bthirty (30) or become under common control as described in Code section 414(c) days beginning on the date of such Transferred Senior Executive's resignation, after which time all such options shall be cancelled and (ii) Launch such Option Agreements shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Dateterminate. (b) Individuals who continue employment with Yahoo!, LaunchIt is the express understanding and intention of the Company and Parent that no employee of the Company or Parent or any of their subsidiaries or other person shall be deemed to be a third party beneficiary, or have or acquire any right to enforce the Surviving Corporation from provisions of this Section, and after the Effective Time that nothing in this Agreement shall be referred deemed to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the constitute an employee benefit programs, plans, arrangements, payroll practices (including vacation plan or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation arrangement of the MergerCompany, Parent or any of their respective subsidiaries. (c) Yahoo! will, or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year of the Effective Time.

Certain Employee Benefit Matters. (a) To the extent requested by Parent, (i) Launch shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch to be terminated at least one day prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to On the Closing Date, Buyer shall cause the Acquired Companies to employ each Employee who is an employee on the Closing Date (each such Employee, a "Continuing Employee") upon substantially equivalent terms and conditions of employment as pertained to each Employee on the day immediately preceding the Closing Date and as are specifically described in the Schedules to this Agreement, provided that this undertaking shall in no way diminish or alter the Acquired Companies' rights to lay off employees or to terminate employees, to amend, modify, supplement or terminate any Plan, or to change the compensation or other terms and conditions of employment of any such Employee at any time after the Closing Date. If any Employee is laid off or on leave on the Closing Date as specifically reflected on a Schedule hereto, Buyer shall cause the Acquired Companies to recall or reinstate such Employee in accordance with the layoff or leave of absence policy of the Acquired Companies that is in effect on the date of this Agreement, as specifically described in SCHEDULE 5.3, as it applies to such Employee. (b) Individuals who continue employment with Yahoo!Without limiting the generality of SECTION 5.3(a), Launchexcept as otherwise agreed in writing by Sellers and Buyer, or where an Employee is a member of the Surviving Corporation from and Sellers' Fund: (1) The Buyer must as soon as practicable after the Effective Time shall be referred Closing Date: (i) provide to herein the trustee of the Sellers' Fund such evidence as the trustee may reasonably require that the Buyer's fund is and has been for the whole of the current tax year applying to the Buyer's Fund a "AFFECTED EMPLOYEES.complying superannuation fund" Each Affected for the purposes of the Australia Income Tax Assessment Xxx 0000, will or has become a "regulated superannuation fund" under the Australia Superannuation Industry (Supervision) Xxx 0000 ("SIS"), and has complied with all other relevant statutory provisions; and (ii) procure that membership effective on and from the Closing Date of the Buyer's Fund is offered in writing to that Employee will be eligible with: (A) the conditions of that membership being no less favorable to participate the Employee than those applying to other members of the Buyer's Fund; (B) all amounts being transferred to the Buyer's Fund from the Sellers' Fund being immediately vested in the benefit programs, plans, arrangements, payroll practices Employee as if they were a contribution by that Employee; and (C) the offer including vacation or paid time off entitlement) offered the right of the Employee to employees of Yahoo! or maintained or established elect by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant notice in writing to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation trustee of the Merger. (c) Yahoo! will, or will cause Sellers' Fund that the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year of the Effective Time.trustee either:

Certain Employee Benefit Matters. (a) To For the extent requested by Parentone year period ending on the first anniversary of the Effective Date (the "Continuation Period"), the Surviving Corporation shall, or shall cause its Subsidiaries to, (i) Launch shall take all necessary action pay to cause each of their respective employees, during any 401(k) plan sponsored portion of the Continuation Period that such employee is employed by the Surviving Corporation or maintained by Launch any such Subsidiary, an annual salary or hourly wage rate, as applicable, that is no less than the annual salary or hourly wage rate payable to be terminated at least one day such employee immediately prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) Effective Time and (ii) Launch shall provide Yahoo! such employees in the aggregate with a copy employee benefits, during any portion of resolutions duly adopted the Continuation Period that such employees are employed by Launch's Board of Directors amending the Surviving Corporation or any 401(ksuch Subsidiary, that are substantially similar in the aggregate to the employee benefits provided to such employees pursuant to the Company Plans (other than equity based benefits) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day immediately prior to the Closing DateEffective Time. Notwithstanding any other provision herein, none of the Surviving Corporation, any of its Subsidiaries or Nortel will have any obligation to continue the employment of any such employee for any period following the Effective Time. (b) Individuals who continue employment with Yahoo!With respect to the Plans, Launchif any, of Nortel or Nortel's Subsidiaries in which employees of the Company or its Subsidiaries ("Company Employees") become eligible to participate after the Effective Time (the "Nortel Plans"), Nortel shall, or shall cause its Subsidiaries or the Surviving Corporation to: (i) with respect to each Nortel Plan that is a medical or health plan, (x) waive any exclusions for pre-existing conditions under such Nortel Plan that would result in a lack of coverage for any condition for which the applicable Company Employee would have been entitled to coverage under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the Nortel Plan; (y) waive any waiting period under such Nortel Plan to the extent that such period exceeds the corresponding waiting period under the corresponding Company Plan in which such Company Employee was an active participant immediately prior to his or her transfer to the Nortel Plan (after taking into account the service credit provided for herein for purposes of 40 44 satisfying such waiting period); and (z) provide each Company Employee with credit for any co-payments and deductibles paid by such Company Employee prior to his or her transfer to the Nortel Plan (to the same extent such credit was given under the analogous Company Plan prior to such transfer) in satisfying any applicable deductible or out-of-pocket requirements under such Nortel Plan for the plan year that includes such transfer; and (ii) recognize service of the Company Employees with the Company or any of its Subsidiaries for purposes of eligibility to participate and vesting credit, and, solely with respect to vacation benefits, benefit accrual in any Nortel Plan in which the Company Employees are eligible to participate after the Effective Time to the extent that such service was recognized for that purpose under the analogous Company Plan prior to such transfer; provided that the foregoing shall not apply to the extent it would result in duplication of benefits. Nothing in this paragraph shall be interpreted to require Nortel to provide for the participation of any Company Employee in any Nortel Plan. (c) To the extent applicable, Nortel and the Company shall each take such reasonable steps as are required to cause the disposition and acquisition of equity securities (including derivative securities) pursuant to Article III of this Agreement in connection with the consummation of the Merger by each individual who is an officer or director of the Company to qualify for exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e) promulgated under the Exchange Act. (d) For the one year period following the Effective Time, Company Employees shall be eligible to participate in severance benefit plans that provide severance benefits on substantially the same terms and after conditions and in substantially the same amounts as the severance benefits provided to similarly situated employees of Nortel and its Subsidiaries. The service of the Company Employees with the Company or any of its Subsidiaries completed prior to the Effective Time shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation of the Merger. (c) Yahoo! will, or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch recognized for purposes of eligibility and vesting (but not benefit accrual) under determining the severance benefits, if any, payable to Company Employees at any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year of after the Effective Time.

Certain Employee Benefit Matters. (a) To Effective as of the extent requested by ParentClosing -------------------------------- Date, (i) Launch Xxx shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch each of its Employee Benefit Plans to be terminated at least one day prior amended to permit its adoption by Viisage for the date that Parent and Launch become members eligible employees of a controlled group Viisage, with no interruption or reduction of corporations as described in Code section 414(b) service, benefits or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! coverage with a copy respect to any Viisage employee who was on the payroll of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day Xxx immediately prior to the Closing Date. (b) Individuals who continue employment . In this connection, with Yahoo!respect to any Employee Benefit Plan to which the health plan continuation or extension provisions of ERISA Sections 601 through 609 and Internal Revenue Code Section 4980B apply, Launch, or and until the Surviving Corporation from and last day of the first plan year commencing after the Effective Time Closing Date, Xxx shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees indemnify and hold harmless Viisage from any Adverse Consequences arising out of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to the terms of each such Plan, or in the absence of plan terms connection with Xxx'x non-compliance with such ERISA or Code provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the and regulations thereunder, for any period prior to the Effective Time Closing Date. Immediately as of the Closing Date, the Board of Directors of Viisage shall cause each such Employee Benefit Plan of Xxx to be adopted for the benefit of all eligible employees of Viisage, with no interruption or reduction of service, benefits or coverage with respect to any Viisage employee who was on the payroll of Xxx immediately prior to the Closing Date. Viisage, its agents and employees, shall cooperate with Xxx, its agents and employees in Xxx'x performance of its duties as Administrator (as defined in Section 3(16) of ERISA) of the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation of the Merger. (c) Yahoo! will, or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years After the Closing Date, any such Employee Benefit Plan adopted by Viisage may be amended or terminated by Viisage with respect to the employees covered under the respective plan, provided that the consent of service with Launch Xxx pursuant to the written resolution, or certificate thereof, of Xxx'x Board of Directors or the duly authorized committee thereof shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! required if such amendment or Surviving Corporation in termination is to occur prior to the calendar year end of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in first full plan year following the calendar year of the Effective TimeClosing Date.

Certain Employee Benefit Matters. (a) To the extent requested by Parent, (i) Launch Parent shall take all reasonable actions necessary action to cause any 401(k) plan sponsored or maintained by Launch to allow eligible employees of the Company that will be terminated at least one day prior to the date that Parent and Launch become members employees of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date. (b) Individuals who continue employment with Yahoo!, Launch, or the Surviving Corporation from and (“Transitioned Employees”), to participate on substantially similar terms in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto. Until such time as the Transitioned Employees are covered by a Parent Employee Benefit Plan, Parent shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by cause the Surviving Corporation from time to time (continue to maintain the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to Company’s comparable benefit or insurance plan or program currently in effect. Parent shall cause the terms salary of each such Plan, of the Transitioned Employees at the Effective Time to be no less than his or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period her salary immediately prior to the Effective Time the respective human resources departments of Yahoo! Time; provided that Parent is entitled at its sole discretion to evaluate each Transitioned Employee’s performance after a standard review period and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation of the Merger. (c) Yahoo! will, adjust his or her salary in accordance with Parent’s compensation review process. Parent will cause the Surviving Corporation to, recognize the employment service services of each Affected Transitioned Employee with Launch the Company for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Parent Employee Benefit Plan. Each Affected Transitioned Employee's ’s years of service with Launch the Company shall be otherwise recognized for all general employment purposes includingpurposes, without limitationincluding seniority, vacation, personal time and similar general employment purposes, ; provided, that any vacation time offered by Yahoo! or Surviving Corporation Parent in the calendar year of the Effective Time to any Affected Transitioned Employee shall be offset by any vacation time used by or paid to an Affected a Transitioned Employee by Launch the Company in the calendar year of the Effective Time. In addition, Parent will (i) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company; and (ii) provide each Transitioned Employee with credit for any deductible, co-payment and out-of-pocket limits applicable to such employees under any such group medical plan sponsored by the Company and paid by the Transitioned Employee prior to the Effective Time during the calendar year of the Effective Time. At Parent’s request, prior to the Effective Time, the Company Board shall adopt resolutions terminating any Company Employee Benefit Plan intended to include an arrangement under Section 401(k) of the Code effective immediately prior to the Effective Time; provided that if Parent requests the Company Board to terminate any such Company Employee Benefit Plan, Parent shall cause any Transitioned Employees covered by the terminated Company Employee Benefit Plan to be covered by the substantially comparable Parent Employee Benefit Plan effective immediately after the Effective Time.