Common use of Certain Employee Benefit Matters Clause in Contracts

Certain Employee Benefit Matters. (a) As of the Effective Time, Parent and the Company shall take all actions necessary to cause all 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") to provide that, in the event a recipient of options under such Option Agreement who is employed by Parent or 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 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 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 period of thirty (30) days beginning on the date of such Transferred Senior Executive's resignation, after which time all such options shall be cancelled and such Option Agreements shall terminate.

Certain Employee Benefit Matters. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (a“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, 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 cause the Surviving Corporation to continue to maintain the Company’s comparable benefit or insurance plan or program currently in effect. Parent shall cause the salary of each of the Transitioned Employees at the Effective Time to be no less than his or her salary immediately prior to the Effective Time; provided that Parent is entitled at its sole discretion to evaluate each Transitioned Employee’s performance after a standard review period and adjust his or her salary in accordance with Parent’s compensation review process. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) As under any Parent Employee Benefit Plan. Each Transitioned Employee’s years of service with the Company shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by 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 Company shall take all actions necessary to cause all 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") to provide thatextent such preexisting conditions, in the event a recipient of options under exclusion, waiting period or service requirement had not been satisfied by any such Option Agreement who is employed by Parent or 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 Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company; and (the "Covered Period")ii) provide each Transitioned Employee with credit for any deductible, all options granted co-payment and out-of-pocket limits applicable to such Optionee employees under any such Option Agreements which are not exercisable under group medical plan sponsored by the terms of such agreements on Company and paid by the date that Transitioned Employee prior to 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 Effective Time during 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 calendar year of the Option Agreements Effective Time. At Parent’s request, prior to the Effective Time, the Company Board shall remain unchanged. Further, with respect adopt resolutions terminating any Company Employee Benefit Plan intended to executives include an arrangement under Section 401(k) of the Company who are employed at Code effective immediately prior to 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 Effective Time; provided that if Parent or 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 ("Transferred Senior Executives"), Parent and 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 period of thirty (30) days beginning on the date of such Transferred Senior Executive's resignation, after which time all such options shall be cancelled and such Option Agreements shall terminateTime.

Certain Employee Benefit Matters. (a) As Effective as of the Effective TimeClosing -------------------------------- Date, Parent and Xxx shall cause each of its Employee Benefit Plans to be amended to permit its adoption by Viisage for the Company shall take all actions necessary eligible employees of Viisage, with no interruption or reduction of service, benefits or coverage with respect to cause all 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") to provide that, in the event a recipient of options under such Option Agreement any Viisage employee who is employed by Parent or 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 such Optionee under such Option Agreements which are not exercisable under the terms of such agreements was on the date that payroll of Xxx immediately prior to 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 terminateClosing Date. 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. Furtherthis connection, with respect to executives 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, and until the last day 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 first plan year commencing after the Effective Time ("Transferred Senior Executives")Closing Date, Parent Xxx shall indemnify and hold harmless Viisage from any Adverse Consequences arising out of or in connection with Xxx'x non-compliance with such ERISA or Code provisions, and regulations thereunder, for any period prior to the Company Closing Date. Immediately as of the Closing Date, the Board of Directors of Viisage shall take cause each such Employee Benefit Plan of Xxx to be adopted for the benefit of all actions necessary to amend the Option Agreements which are in effect 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 Employee Benefit Plan. After the Closing Date, any such Transferred Senior Executives Employee Benefit Plan adopted by Viisage may be amended or terminated by Viisage with respect 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 employees covered under the terms respective plan, provided that the consent of Xxx pursuant to the written resolution, or certificate thereof, of Xxx'x Board of Directors or the duly authorized committee thereof shall be required if such agreements as amendment or termination is to occur prior to the end of the date that first full plan year following the Transferred Senior Executive resigns 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 of such Transferred Senior Executive's resignation, after which time all such options shall be cancelled and such Option Agreements shall terminateClosing Date.

Certain Employee Benefit Matters. (a) As With respect to the Plans, if any, of Parent or Parent's Subsidiaries in which employees of the Effective Time, Parent and the Company shall take all actions necessary to cause all option agreements which are in effect under the Stock Option Plan following the Effective Time in accordance with the provisions of Section 6.01 or its Subsidiaries (the "Option AgreementsCOMPANY EMPLOYEES") become eligible to provide that, in the event a recipient of options under such Option Agreement who is employed by Parent or 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 participate after the Effective Time (the "Covered PeriodPARENT PLANS"), all options granted 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 Causeshall, or refuses an offer of employment in a similar position and at a comparable salary with Parent shall cause its Subsidiaries 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, Surviving Corporation to: (i) with respect to executives each Parent Plan that is a medical or health plan, (x) waive any 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 coverage 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; (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 (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 satisfying any applicable deductible or out-of-pocket requirements under such Parent Plan for the plan year that includes such transfer; and (ii) recognize service 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 Employees with the Company immediately 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 Parent Plan in which the Company Employees are eligible to participate after the Effective Time ("Transferred Senior Executives"), Parent and to the extent that such service was recognized for that purpose under the analogous Company shall take all actions necessary to amend the Option Agreements which are in effect with respect Plan prior to such Transferred Senior Executives transfer; provided that the foregoing shall not apply to the extent it would result in duplication of benefits. While Parent agrees to provide that the aforesaid benefits, nothing 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 this paragraph shall be exercisable interpreted to require Parent to provide for a period the participation of thirty (30) days beginning on the date of such Transferred Senior Executive's resignation, after which time all such options shall be cancelled and such Option Agreements shall terminateany Company Employee in any existing Parent Plan.