Common use of Certain Employee Benefits Clause in Contracts

Certain Employee Benefits. (a) Effective as of the day immediately preceding the Closing Date, the Company and its Affiliates, as applicable, shall each terminate any plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (the "401(K) PLAN(S)"). Unless Parent provides such written notice to the Company, no later than five business days prior to the Closing Date, the Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company's Board of Directors. (b) As of the Closing Date, Parent will either (i) permit employees of the Company and each of its subsidiaries who continue employment with Parent or the Surviving Corporation following the Closing Date ("CONTINUING EMPLOYEES"), and, as applicable, their eligible dependents, to participate in the employee benefit plans, programs or policies (including without limitation any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, or personal time off plans or programs) of Parent on terms no less favorable than those provided to similarly situated employees of Parent, (ii) continue comparable Company Employee Plans other than the 401(k) Plans (except as otherwise provided pursuant to Section 5.13(a)), or (iii) a combination of clauses (i) and (ii) (it being understood that Parent shall have no obligation to continue any Company Employee Plan not comparable to plans or programs of Parent in effect on the Closing Date). To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Closing Date, (A) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual) under such plan for years of service with the Company (or any of its subsidiaries), including predecessor employers acquired directly or indirectly by the Company prior to the Closing Date, and (B) Parent will use commercially reasonable efforts to (1) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived and (2) provide for credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date. (c) Parent agrees that, from and after the Closing Date, the Continuing Employees may participate in the employee stock purchase plan sponsored by Parent (the "PARENT ESPP"), subject to the terms and conditions of the Parent ESPP, and that service with the Company shall be treated as service with Parent or its subsidiaries for determining eligibility of the Continuing Employees under the Parent ESPP.

Certain Employee Benefits. (a) Effective as Notwithstanding anything contained in this Agreement to the contrary, the Seller hereby acknowledges that the Purchaser is not acquiring and shall not assume sponsorship of any Employee Benefit Plan maintained by the Seller and in which employees of the day immediately preceding the Closing DateFost▇▇ ▇▇▇▇▇ ▇▇▇up, the Company and its AffiliatesPartnership or any members of the Fost▇▇ ▇▇▇▇▇ ▇▇▇up participate, as applicableincluding (without limitation) the BEC Group, shall each terminate any plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (the "Inc. 401(K) PLAN(S)"). Unless Parent provides such written notice to Retirement Plan and any group health and welfare insurance plans sponsored by the Company, no later than five business days prior to the Closing Date, the Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company's Board of DirectorsSeller. (b) As of Effective on the Closing Date, Parent will either (i) permit all employees of the Company Fost▇▇ ▇▇▇▇▇ ▇▇▇up, the Partnership and each the members of its subsidiaries who continue employment with Parent or the Surviving Corporation following Fost▇▇ ▇▇▇▇▇ ▇▇▇up shall cease to be active participants in the Closing Date BEC Group, Inc. 401(k) Retirement Plan (the "CONTINUING EMPLOYEES401(k) Plan"), and, as applicable, and they shall be fully vested in their eligible dependentsaccount balances under the Plan without regard to their years of service under the Plan. The parties acknowledge and agree that Seller shall, to participate in the employee benefit plans, programs or policies (including without limitation extent permitted by applicable law and the effective terms and conditions of any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, or personal time off plans or programs) of Parent on terms no less favorable than those provided to similarly situated employees of Parent, (ii) continue comparable Company such Employee Plans Benefit Plan other than the 401(k) Plans (except as otherwise provided pursuant Plan, permit employees of the Fost▇▇ ▇▇▇▇▇ ▇▇▇up, the Partnership and the members of the Fost▇▇ ▇▇▇▇▇ ▇▇▇up to Section 5.13(a)), or (iii) a combination of clauses (i) and (ii) (it being understood that Parent shall have no obligation to continue any Company Employee Plan not comparable to plans or programs of Parent in effect on the Closing Date). To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Closing Date, (A) each such Continuing existing health and welfare Employee will receive credit for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual) under such plan for years of service with the Company (or any of its subsidiaries), including predecessor employers acquired directly or indirectly by the Company prior to the Closing Date, and (B) Parent will use commercially reasonable efforts to (1) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived and (2) provide for credit for any co-payments and deductibles prior to Benefit Plans after the Closing Date for purposes of satisfying a reasonable transition period, provided, that the Purchaser hereby agrees to reimburse Seller any applicable deductibleand all extraordinary, out-of-pocket or similar requirements under other costs or expenses incurred by Seller as a result of or in connection with the participation of any such plans that may apply after the Closing Date. (c) Parent agrees that, from and after the Closing Date, the Continuing Employees may participate employees in the employee stock purchase plan sponsored by Parent (the "PARENT ESPP"), subject to the terms and conditions of the Parent ESPP, and that service with the Company shall be treated as service with Parent or its subsidiaries for determining eligibility of the Continuing Employees under the Parent ESPP.any

Certain Employee Benefits. (a) Effective as of the day immediately preceding the Closing Date, the Company and its Affiliates, as applicable, shall each terminate any plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (the "401(K“401(k) PLAN(SPlan(s)"”). Unless Parent provides such written notice to the Company, no later than five business days prior to the Closing Date, the Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company's ’s Board of Directors. (b) As of the Closing Date, Parent will either (i) permit employees of the Company and each of its subsidiaries who continue employment with Parent or the Surviving Corporation following the Closing Date ("CONTINUING EMPLOYEES"“Continuing Employees”), and, as applicable, their eligible dependents, to participate in the employee benefit plans, programs or policies (including without limitation any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, or personal time off plans or programs) of Parent on terms no less favorable than those provided to similarly situated employees of Parent, (ii) continue comparable Company Employee Plans other than the 401(k) Plans (except as otherwise provided pursuant to Section 5.13(a)), or (iii) a combination of clauses (i) and (ii) (it being understood that Parent shall have no obligation to continue any Company Employee Plan not comparable to plans or programs of Parent in effect on the Closing Date). To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Closing Date, (A) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual) under such plan for years of service with the Company (or any of its subsidiaries), including predecessor employers acquired directly or indirectly by the Company prior to the Closing Date, and (B) Parent will use commercially reasonable efforts to (1) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived and (2) provide for credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date. (c) Parent agrees that, from and after the Closing Date, the Continuing Employees may participate in the employee stock purchase plan sponsored by Parent (the "PARENT “Parent ESPP"”), subject to the terms and conditions of the Parent ESPP, and that service with the Company shall be treated as service with Parent or its subsidiaries for determining eligibility of the Continuing Employees under the Parent ESPP.

Certain Employee Benefits. (a) Effective as Notwithstanding anything contained in this Agreement to the contrary, the Seller hereby acknowledges that the Purchaser is not acquiring and shall not assume sponsorship of any Employee Benefit Plan maintained by the Seller and in which employees of the day immediately preceding the Closing DateFost▇▇ ▇▇▇▇▇ ▇▇▇up, the Company and its AffiliatesPartnership or any members of the Fost▇▇ ▇▇▇▇▇ ▇▇▇up participate, as applicableincluding (without limitation) the BEC Group, shall each terminate any plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (the "Inc. 401(K) PLAN(S)"). Unless Parent provides such written notice to Retirement Plan and any group health and welfare insurance plans sponsored by the Company, no later than five business days prior to the Closing Date, the Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company's Board of DirectorsSeller. (b) As of Effective on the Closing Date, Parent will either (i) permit all employees of the Company Fost▇▇ ▇▇▇▇▇ ▇▇▇up, the Partnership and each the members of its subsidiaries who continue employment with Parent or the Surviving Corporation following Fost▇▇ ▇▇▇▇▇ ▇▇▇up shall cease to be active participants in the Closing Date BEC Group, Inc. 401(k) Retirement Plan (the "CONTINUING EMPLOYEES401(k) Plan"), and, as applicable, and they shall be fully vested in their eligible dependentsaccount balances under the Plan without regard to their years of service under the Plan. The parties acknowledge and agree that Seller shall, to participate in the employee benefit plans, programs or policies (including without limitation extent permitted by applicable law and the effective terms and conditions of any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, or personal time off plans or programs) of Parent on terms no less favorable than those provided to similarly situated employees of Parent, (ii) continue comparable Company such Employee Plans Benefit Plan other than the 401(k) Plans (except as otherwise provided pursuant Plan, permit employees of the Fost▇▇ ▇▇▇▇▇ ▇▇▇up, the Partnership and the members of the Fost▇▇ ▇▇▇▇▇ ▇▇▇up to Section 5.13(a)), or (iii) a combination of clauses (i) and (ii) (it being understood that Parent shall have no obligation to continue any Company Employee Plan not comparable to plans or programs of Parent in effect on the Closing Date). To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Closing Date, (A) each such Continuing existing health and welfare Employee will receive credit for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual) under such plan for years of service with the Company (or any of its subsidiaries), including predecessor employers acquired directly or indirectly by the Company prior to the Closing Date, and (B) Parent will use commercially reasonable efforts to (1) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived and (2) provide for credit for any co-payments and deductibles prior to Benefit Plans after the Closing Date for purposes of satisfying a reasonable transition period, provided, that the Purchaser hereby agrees to reimburse Seller any applicable deductibleand all extraordinary, out-of-pocket or similar requirements under other costs or expenses incurred by Seller as a result of or in connection with the participation of any such plans that may apply after employees in any such Employee Benefit Plans, and the Closing Date. Purchaser (c) Parent agrees thatfor itself and, from and after the Closing Date, the Continuing Employees may participate in the employee stock purchase plan sponsored by Parent (the "PARENT ESPP"), subject to the terms and conditions on behalf of the Parent ESPPFost▇▇ ▇▇▇▇▇ ▇▇▇up, the Partnership and the members of the Fost▇▇ ▇▇▇▇▇ ▇▇▇up) agrees that service with the Company it (or such entities, as appropriate) shall be treated as service with Parent solely responsible for all employer contributions, costs, or its subsidiaries for determining eligibility other expenses relating to or resulting from the participation of the Continuing Employees under the Parent ESPPany such employees.