Common use of Company Benefit Plan Matters Clause in Contracts

Company Benefit Plan Matters. (a) During the period from the Closing Date until the twelve month anniversary thereof, Parent shall, or shall cause its Subsidiaries to, provide to each person who is employed by the Company or any of its Subsidiaries immediately prior to the Effective Time and who remains in the employment of the Company and its Subsidiaries on or after the Effective Time (the “Continuing Employees”) compensation (including base salary and incentive and bonus opportunities, but excluding equity-based compensation) and benefits (including vacation, paid time off and severance) that are not materially less favorable (taken as a whole) than those provided to the Continuing Employees immediately prior to the Effective Time. (b) The service of each Continuing Employee with the Company or any of its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Parent and its Subsidiaries for purposes of each (A) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), (B) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), (C) post-retirement or employment health or medical plan, program, policy or arrangement, (D) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (E) severance, change in control, retention or termination plan, program, policy or arrangement or (F) other material compensation or benefit plan, program, policy or arrangement (each, a “Parent Benefit Plan”), in the case of clauses (A) - (F), solely to the extent Parent makes such plan, program, policy or arrangement available to such Continuing Employee after the Effective Time, including for purposes of eligibility, vesting and benefit levels and accruals (other than defined benefit pension plan accruals), but not in any case where credit would result in duplication of benefits. (c) Following the Effective Time, for purposes of each Parent Benefit Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate after the Effective Time, Parent shall, or shall cause its Subsidiaries to, (i) waive any pre-existing condition, exclusion, actively-at-work requirement or waiting period to the extent such condition, exclusion, requirement or waiting period was satisfied or waived under the comparable Company Benefit Plan or Company Benefit Agreement as of the Effective Time (or, if later, any applicable plan transaction date) and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time for the plan year in which the Effective Time (or such transition date) occurs. (d) The parties hereto agree to take the actions set forth on Annex I to this Agreement. (e) Parent shall, and shall cause its Subsidiaries to, honor, in accordance with its terms, each Company Benefit Plan and Company Benefit Agreement and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), and Parent hereby acknowledges that the consummation of the Offer and the Merger constitutes a change of control or change in control, as the case may be, for all purposes under such Company Benefit Plans and Company Benefit Agreements. Nothing in this Agreement shall be construed as requiring Parent or any of its Subsidiaries to employ any Continuing Employee for any length of time following the Closing Date. Nothing in this Agreement, express or implied, shall be construed to prevent Parent or any of its Subsidiaries from (i) terminating, or modifying the terms of employment of, any Continuing Employee following the Closing Date or (ii) terminating or modifying to any extent any Company Benefit Plan, Company Benefit Agreement, Parent Benefit Plan or any other employee benefit plan, program, agreement or arrangement that Parent or any of its Subsidiaries may establish or maintain; provided, however, that to the extent that, and for so long as, a Continuing Employee remains employed by Parent or any of its Subsidiaries during the 12 month period following the Closing, the compensation and benefits payable to such employee during such period shall be subject to Section 6.12(a). No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement.

Company Benefit Plan Matters. (a) During the period from the Closing Date Effective Time until the twelve month anniversary thereofDecember 31, 2011, Parent shall, or shall cause its Subsidiaries to, provide to each person Persons who is are employed by the Company or any of its Subsidiaries immediately prior to the Effective Time and who remains remain in the employment of the Company and its Subsidiaries on or after the Effective Time (the “Continuing Employees”) compensation (including base salary and incentive and bonus opportunities, but excluding equity-based compensation) and benefits (including vacation, paid time off off, 401(k), health and severance) that are not materially no less favorable (taken as a whole) in the aggregate than those provided to the Continuing Employees immediately prior to the Effective Time. (b) The service of each Continuing Employee with the Company or any of its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Parent and its Subsidiaries under each Parent Benefit Plan that Parent makes available to the Continuing Employees for purposes of eligibility to participate, vesting and benefit levels and accruals (other than benefit levels and accruals under any retirement, pension or savings plan, except that such service shall be treated as service with Parent and its Subsidiaries for purposes of the 60-consecutive-month employment requirement for determining the level of matching contribution to which the person may be eligible under the Raytheon Savings and Investment Plan), but not in any case where credit would result in duplication of benefits. The term “Parent Benefit Plan” means any of the following plans, programs, policies or arrangements established or maintained by Parent: each (A) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), (B) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), (C) post-retirement or employment health or medical plan, program, policy or arrangement, (D) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (E) severance, change in control, retention or termination plan, program, policy or arrangement or (F) other material compensation or benefit plan, program, policy or arrangement (each, a “Parent Benefit Plan”), in the case of clauses (A) - (F), solely to the extent Parent makes such plan, program, policy or arrangement available to such Continuing Employee after the Effective Timearrangement, including for purposes fringe benefits, vacation pay, service awards and reimbursement of eligibility, vesting and benefit levels and accruals (other than defined benefit pension plan accruals), but not in any case where credit would result in duplication of benefitsmoving expenses. (c) Following the Effective Time, for purposes of each Parent Benefit Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate after the Effective Time, Parent shall, or shall cause its Subsidiaries to, (i) waive any pre-existing condition, exclusion, actively-at-work requirement or waiting period to the extent such condition, exclusion, requirement or waiting period was satisfied or waived under the comparable Company Benefit Plan or Company Benefit Agreement as of the Effective Time (or, if later, any applicable plan transaction date) and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time for the plan year in which the Effective Time (or such transition date) occurs. (d) The parties hereto agree to take the actions set forth on Annex I to this Agreement. (e) Parent shall, and shall cause its Subsidiaries to, honor, in accordance with its terms, each Company Benefit Plan and Company Benefit Agreement and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), and Parent hereby acknowledges that the consummation of the Offer and the Merger constitutes a change of control or change in control, as the case may be, for all purposes under such Company Benefit Plans and Company Benefit Agreements. Nothing in this Agreement shall be construed as requiring Parent or any of its Subsidiaries to employ any Continuing Employee for any length of time following the Closing Date. Nothing in this Agreement, express or implied, shall be construed to prevent Parent or any of its Subsidiaries from (i) terminating, or modifying the terms of employment of, any Continuing Employee following the Closing Date or (ii) terminating or modifying to any extent any Company Benefit Plan, Company Benefit Agreement, Parent Benefit Plan or any other employee benefit plan, program, agreement or arrangement that Parent or any of its Subsidiaries may establish or maintain; provided, however, that to the extent that, and for so long as, a Continuing Employee remains employed by Parent or any of its Subsidiaries during the 12 month period following the Closing, the compensation and benefits payable to such employee during such period shall be subject to Section 6.12(a). No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement.

Company Benefit Plan Matters. (a) During the period from the Closing Date until the twelve month anniversary thereofDecember 31, 2011, Parent shall, or shall cause its Subsidiaries to, provide to each person Persons who is are employed by the Company or any of its Subsidiaries immediately prior to the Effective Time and who remains remain in the employment of the Company and its Subsidiaries on or after the Effective Time (the “Continuing Employees”) compensation (including base salary and incentive and bonus opportunities, but excluding equity-based compensation) and benefits (including vacation, paid time off off, 401(k), health and severance) that are not materially no less favorable (taken as a whole) in the aggregate than those provided to the Continuing Employees immediately prior to the Effective Time. (b) The service of each Continuing Employee with the Company or any of its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Parent and its Subsidiaries for purposes of each (A) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), excluding any defined benefit pension plan, (B) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), (C) post-retirement or employment health or medical plan, program, policy or arrangement, excluding any retiree health or medical benefit plan, (D) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (E) severance, change in control, retention or termination plan, program, policy or arrangement or (F) other material compensation or benefit plan, program, policy or arrangement (each, a “Parent Benefit Plan”), in the case of clauses (A) - (F), solely to the extent Parent makes such plan, program, policy or arrangement available to such Continuing Employee after the Effective Time, including for purposes of eligibility, vesting and benefit levels and accruals (other than defined benefit pension plan accruals), but not in any case where credit would result in duplication of benefits. (c) Following the Effective Time, for purposes of each Parent Benefit Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate after the Effective Time, Parent shall, or shall cause its Subsidiaries to, (i) waive any pre-existing condition, exclusion, actively-at-work requirement or waiting period to the extent such condition, exclusion, requirement or waiting period was satisfied or waived under the comparable Company Benefit Plan or Company Benefit Agreement as of the Effective Time (or, if later, any applicable plan transaction date) and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time for the plan year in which the Effective Time (or such transition date) occurs. (d) The parties hereto agree to take Except as specifically contemplated by this Agreement or by the actions set forth on Annex I to this Agreement. (e) Retention and Non-Competition Agreements, Parent shall, and shall cause its Subsidiaries to, honor, in accordance with its terms, each Company Benefit Plan and Company Benefit Agreement and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), and Parent hereby acknowledges that the consummation of the Offer and the Merger constitutes a change of control or change in control, as the case may be, for all purposes under such Company Benefit Plans and Company Benefit Agreements. Nothing in this Agreement shall be construed as requiring Parent or any of its Subsidiaries to employ any Continuing Employee for any length of time following the Closing Date, subject to Parent’s and the Company’s compliance with any applicable severance or change of control arrangements. Nothing in this Agreement, express or implied, shall be construed to prevent Parent or any of its Subsidiaries from (i) terminating, or modifying the terms of employment of, any Continuing Employee following the Closing Date or (ii) terminating or modifying to any extent any Company Benefit Plan, Company Benefit Agreement, Parent Benefit Plan or any other employee benefit plan, program, agreement or arrangement that Parent or any of its Subsidiaries may establish or maintain; provided, however, that to the extent that, and for so long as, a Continuing Employee remains employed by Parent or any of its Subsidiaries during the 12 month period following the Closingthrough December 31, 2011, the compensation and benefits payable to such employee during such period shall be subject to Section 6.12(a6.11(a). No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement.

Company Benefit Plan Matters. (a) During For a period of two (2) years following the Offer Closing (or if shorter, during the period from the Closing Date until the twelve month anniversary thereofof employment), Parent shallshall provide, or shall cause its Subsidiaries toto be provided, provide to each person who is employed by the Company or any of its Subsidiaries immediately prior to the Effective Time and who remains in the employment employee of the Company and its Subsidiaries on or after who is employed as of immediately prior to the Effective Time Offer Closing (collectively, the “Continuing Company Employees”) ), compensation (including base salary and cash incentive and bonus opportunities, but excluding equity-based compensationequity incentive opportunities) and benefits (including vacation, paid time off off, defined contribution retirement and severancewelfare benefits) that which are not materially less favorable substantially comparable in the aggregate to the compensation (taken as a wholeincluding base salary and cash and incentive opportunities, but excluding equity incentive opportunities) than those and benefits (including paid time off, defined contribution retirement and welfare benefits) provided to the Continuing Employees such Company Employee immediately prior to the Effective TimeOffer Closing. In addition, if any Company Employee (other than those who are party to a Change of Control Agreement with the Company, whose rights shall be governed by the terms of such agreements) incurs a qualifying termination of employment in accordance with the terms and conditions of the severance arrangement listed on Section 7.9(a) of the Company Disclosure Schedule within two (2) years following the Offer Closing, Parent shall provide, or shall cause to be provided, severance payments and benefits to such Company Employee in accordance with the terms and conditions of such severance arrangement (taking into account such Company Employee’s service as required pursuant to Section 7.9(b) below). Following the two- (2) year period referenced in this Section 7.9(a), each Company Employee shall be eligible to receive compensation and benefits, including severance benefits, which are substantially similar to those provided at the time to then similarly situated employees of Parent and its Subsidiaries. (b) The service For purposes of each Continuing Employee with vesting, eligibility to participate and benefit accrual under the Company or any employee benefit plans of its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Parent and its Subsidiaries providing benefits to any Company Employees after the Offer Closing (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries or predecessors before the Offer Closing, to the same extent as such Company Employee was entitled, before the Offer Closing, to credit for such service under any similar employee benefit plan or the Company or its Subsidiaries in which such Company Employee participated or was eligible to participate immediately prior to the Offer Closing (and to the extent there is not a similar employee benefit plan of the Company or its Subsidiaries, service as recognized for purposes of the Company’s 401(k) plan as in effect immediately prior to the Offer Closing); provided, that service of a Company Employee prior to the Offer Closing Date with the Company and its Subsidiaries or predecessors shall not be recognized for the purpose of any entitlement to participate in, or receive or accrue benefits with respect to, any defined benefit pension plans, retiree medical programs or other retiree welfare benefit programs maintained by Parent or its Affiliates. In addition, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in New Plans that are welfare benefit plans (other than retiree medical programs or other retiree welfare benefit programs) to the extent coverage under such New Plan is comparable to an Employee Plan in which such Company Employee participated immediately before the Offer Closing (such plans, collectively, the “Old Plans”) other than limitations or waiting periods that would have been in effect with respect to such Company Employee under the applicable Old Plan immediately prior to the Offer Closing and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, (A) “Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plan in which such employee pension benefit plan” (as defined in Section 3(2) of ERISA), participated immediately prior to the Offer Closing and (B) “employee welfare benefit plan” (as defined in Section 3(1) Parent shall cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of ERISA), (C) post-retirement or employment health or medical plan, program, policy or arrangement, (D) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (E) severance, change in control, retention or termination plan, program, policy or arrangement or (F) other material compensation or benefit plan, program, policy or arrangement (each, a “Parent Benefit Plan”), the plan year of the Old Plan ending on the date such employee’s participation in the case of clauses (A) - (F), solely corresponding New Plan begins to the extent Parent makes be taken into account under such plan, program, policy or arrangement available to such Continuing Employee after the Effective Time, including New Plan for purposes of eligibilitysatisfying all deductible, vesting coinsurance and benefit levels maximum out-of-pocket requirements applicable to such employee and accruals (other than defined benefit pension his or her covered dependents for the applicable plan accruals), but not year as if such amounts had been paid in accordance with such New Plan. In no event shall anything contained in this Section 7.9(b) result in any case where credit would result in duplication of benefitsbenefits for the same period of service. (c) Following the Effective Time, for purposes of each Parent Benefit Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate after the Effective Time, Parent shall, or shall cause its Subsidiaries to, (i) waive any pre-existing condition, exclusion, actively-at-work requirement or waiting period to the extent such condition, exclusion, requirement or waiting period was satisfied or waived under the comparable Company Benefit Plan or Company Benefit Agreement as of the Effective Time (or, if later, any applicable plan transaction date) and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time for the plan year in which the Effective Time (or such transition date) occurs. (d) The parties hereto agree to take the actions set forth on Annex I to this Agreement. (e) Parent shall, and shall cause its Subsidiaries to, honor, in accordance with its terms, each Company Benefit Plan and Company Benefit Agreement and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), and Parent hereby acknowledges that the consummation of the Offer and the Merger constitutes a change of control or change in control, as the case may be, for all purposes under the Employee Plans. (d) Prior to the Offer Closing, the Company shall take all actions that may be necessary or appropriate to cause the Company’s 401(k) Employee Savings Plan (the “Company 401(k) Plan”) to terminate as of the date immediately preceding the Offer Closing Date. All resolutions, notices or other documents issued, adopted or executed in connection with such termination shall be subject to Parent’s prior review and comment. As of the Offer Closing Date, Parent shall have in place a tax qualified defined contribution retirement plan in which Company Employees who were eligible to participate in the Company 401(k) Plan immediately prior to the Offer Closing Date are eligible to participate (the “Parent 401(k) Plan”). The Parent 401(k) Plan shall permit each such Company Benefit Employee with an account balance in the Company 401(k) Plan to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) to the Parent 401(k) Plan, in the form of cash or loan promissory notes as applicable, in an amount equal to all or any portion of the account balance distributed to such Company Employee from the Company 401(k) Plan. (e) To the extent not previously paid by the Company prior to the Offer Closing, no later than five (5) Business Days following the Offer Closing Date, the Company shall make a cash payment to each employee of the Company or its Subsidiaries who is a participant in the Company’s U.S. Cash Bonus Plan (“Bonus Plan”) as of the date hereof, in full satisfaction of each such employee’s rights under such plan, in an amount equal to (i) the amount determined by the Company prior to the Offer Closing Date to be payable to such employee with respect to the 2013 calendar year under the Bonus Plan, based on the Company’s performance through the earlier of December 31, 2013 and the Offer Closing Date and (ii) a fraction, the numerator of which is the number of days elapsed in the 2013 calendar year through the Offer Closing and the denominator of which is 365. To the extent not paid prior to the Offer Closing, each Company Employee who participates in a cash incentive plan set forth on Section 7.9(e) of the Company Disclosure Schedule (each, a “2013 Bonus Plan”) will be eligible to receive a payment under such 2013 Bonus Plan for the performance period ending on December 31, 2013, if the Company Employee remains employed by the Company, Parent or the Surviving Corporation, as applicable, through the required date set forth in such 2013 Bonus Plan or if the Company Employee is terminated by the Company, Parent or the Surviving Corporation, as applicable, without “cause” (as defined in the severance arrangement listed on Section 7.9(a) of the Company Disclosure Schedule) following the Offer Closing. In the event the Offer Closing occurs prior to December 31, 2013, each 2013 Bonus Plan will continue to be maintained in accordance with the terms thereof through December 31, 2013. Payments under the 2013 Bonus Plans will in all cases be determined in accordance with the terms of the 2013 Bonus Plans and the Company's historical practices for making such payments and will reflect a participant’s individual targets (as applicable). (f) Following the date of this Agreement, the Company Benefit Agreements. and Parent (and their Affiliates) shall reasonably cooperate and use good faith efforts in all matters reasonably necessary to effect this Section 7.9, including (i) exchanging information and data relating to employee benefits and employee benefit plan coverages (except to the extent prohibited by applicable Law) and (ii) making any and all required communications with Company Employees. (g) Nothing in this Agreement Section 7.9 shall be construed treated as requiring Parent an amendment of, or undertaking to amend, any benefit plan. The provisions of its Subsidiaries this Section 7.9 are solely for the benefit of the respective parties to employ any Continuing Employee for any length this Agreement and, without limiting the generality of time following the Closing Date. Nothing Section 10.7 nothing in this AgreementSection 7.9, express or implied, shall be construed to prevent Parent confer upon any Company Employee, or legal representative or beneficiary thereof or any of its Subsidiaries from (i) terminatingother Person, any rights or remedies, including any right to employment or continued employment for any specified period, or modifying compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under an Employee Plan that such employee or beneficiary or other Person would not otherwise have under the terms of employment of, any Continuing that Employee following the Closing Date or (ii) terminating or modifying to any extent any Company Benefit Plan, Company Benefit Agreement, Parent Benefit Plan or any other employee benefit plan, program, agreement or arrangement that Parent or any of its Subsidiaries may establish or maintain; provided, however, that to the extent that, and for so long as, a Continuing Employee remains employed by Parent or any of its Subsidiaries during the 12 month period following the Closing, the compensation and benefits payable to such employee during such period shall be subject to Section 6.12(a). No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement.

Company Benefit Plan Matters. (a) During For a period of two (2) years following the Offer Closing (or if shorter, during the period from the Closing Date until the twelve month anniversary thereofof employment), Parent shallshall provide, or shall cause its Subsidiaries toto be provided, provide to each person who is employed by the Company or any of its Subsidiaries immediately prior to the Effective Time and who remains in the employment employee of the Company and its Subsidiaries on or after who is employed as of immediately prior to the Effective Time Offer Closing (collectively, the “Continuing Company Employees”) ), compensation (including base salary and cash incentive and bonus opportunities, but excluding equity-based compensationequity incentive opportunities) and benefits (including vacation, paid time off off, defined contribution retirement and severancewelfare benefits) that which are not materially less favorable substantially comparable in the aggregate to the compensation (taken as a wholeincluding base salary and cash and incentive opportunities, but excluding equity incentive opportunities) than those and benefits (including paid time off, defined contribution retirement and welfare benefits) provided to the Continuing Employees such Company Employee immediately prior to the Effective TimeOffer Closing. In addition, if any Company Employee (other than those who are party to a Change of Control Agreement with the Company, whose rights shall be governed by the terms of such agreements) incurs a qualifying termination of employment in accordance with the terms and conditions of the severance arrangement listed on Section 7.9(a) of the Company Disclosure Schedule within two (2) years following the Offer Closing, Parent shall provide, or shall cause to be provided, severance payments and benefits to such Company Employee in accordance with the terms and conditions of such severance arrangement (taking into account such Company Employee’s service as required pursuant to Section 7.9(b) below). Following the two- (2) year period referenced in this Section 7.9(a), each Company Employee shall be eligible to receive compensation and benefits, including severance benefits, which are substantially similar to those provided at the time to then similarly situated employees of Parent and its Subsidiaries. (b) The service For purposes of each Continuing Employee with vesting, eligibility to participate and benefit accrual under the Company or any employee benefit plans of its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Parent and its Subsidiaries providing benefits to any Company Employees after the Offer Closing (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries or predecessors before the Offer Closing, to the same extent as such Company Employee was entitled, before the Offer Closing, to credit for such service under any similar employee benefit plan or the Company or its Subsidiaries in which such Company Employee participated or was eligible to participate immediately prior to the Offer Closing (and to the extent there is not a similar employee benefit plan of the Company or its Subsidiaries, service as recognized for purposes of the Company’s 401(k) plan as in effect immediately prior to the Offer Closing); provided, that service of a Company Employee prior to the Offer Closing Date with the Company and its Subsidiaries or predecessors shall not be recognized for the purpose of any entitlement to participate in, or receive or accrue benefits with respect to, any defined benefit pension plans, retiree medical programs or other retiree welfare benefit programs maintained by Parent or its Affiliates. In addition, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in New Plans that are welfare benefit plans (other than retiree medical programs or other retiree welfare benefit programs) to the extent coverage under such New Plan is comparable to an Employee Plan in which such Company Employee participated immediately before the Offer Closing (such plans, collectively, the “Old Plans”) other than limitations or waiting periods that would have been in effect with respect to such Company Employee under the applicable Old Plan immediately prior to the Offer Closing and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, (A) “Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plan in which such employee pension benefit plan” (as defined in Section 3(2) of ERISA), participated immediately prior to the Offer Closing and (B) “employee welfare benefit plan” (as defined in Section 3(1) Parent shall cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of ERISA), (C) post-retirement or employment health or medical plan, program, policy or arrangement, (D) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (E) severance, change in control, retention or termination plan, program, policy or arrangement or (F) other material compensation or benefit plan, program, policy or arrangement (each, a “Parent Benefit Plan”), the plan year of the Old Plan ending on the date such employee’s participation in the case of clauses (A) - (F), solely corresponding New Plan begins to the extent Parent makes be taken into account under such plan, program, policy or arrangement available to such Continuing Employee after the Effective Time, including New Plan for purposes of eligibilitysatisfying all deductible, vesting coinsurance and benefit levels maximum out-of-pocket requirements applicable to such employee and accruals (other than defined benefit pension his or her covered dependents for the applicable plan accruals), but not year as if such amounts had been paid in accordance with such New Plan. In no event shall anything contained in this Section 7.9(b) result in any case where credit would result in duplication of benefitsbenefits for the same period of service. (c) Following the Effective Time, for purposes of each Parent Benefit Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate after the Effective Time, Parent shall, or shall cause its Subsidiaries to, (i) waive any pre-existing condition, exclusion, actively-at-work requirement or waiting period to the extent such condition, exclusion, requirement or waiting period was satisfied or waived under the comparable Company Benefit Plan or Company Benefit Agreement as of the Effective Time (or, if later, any applicable plan transaction date) and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time for the plan year in which the Effective Time (or such transition date) occurs. (d) The parties hereto agree to take the actions set forth on Annex I to this Agreement. (e) Parent shall, and shall cause its Subsidiaries to, honor, in accordance with its terms, each Company Benefit Plan and Company Benefit Agreement and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), and Parent hereby acknowledges that the consummation of the Offer and the Merger constitutes a change of control or change in control, as the case may be, for all purposes under the Employee Plans. (d) Prior to the Offer Closing, the Company shall take all actions that may be necessary or appropriate to cause the Company’s 401(k) Employee Savings Plan (the “Company 401(k) Plan”) to terminate as of the date immediately preceding the Offer Closing Date. All resolutions, notices or other documents issued, adopted or executed in connection with such termination shall be subject to Parent’s prior review and comment. As of the Offer Closing Date, Parent shall have in place a tax qualified defined contribution retirement plan in which Company Employees who were eligible to participate in the Company 401(k) Plan immediately prior to the Offer Closing Date are eligible to participate (the “Parent 401(k) Plan”). The Parent 401(k) Plan shall permit each such Company Benefit Employee with an account balance in the Company 401(k) Plan to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) to the Parent 401(k) Plan, in the form of cash or loan promissory notes as applicable, in an amount equal to all or any portion of the account balance distributed to such Company Employee from the Company 401(k) Plan. (e) To the extent not previously paid by the Company prior to the Offer Closing, no later than five (5) Business Days following the Offer Closing Date, the Company shall make a cash payment to each employee of the Company or its Subsidiaries who is a participant in the Company’s U.S. Cash Bonus Plan (“Bonus Plan”) as of the date hereof, in full satisfaction of each such employee’s rights under such plan, in an amount equal to (i) the amount determined by the Company prior to the Offer Closing Date to be payable to such employee with respect to the 2013 calendar year under the Bonus Plan, based on the Company’s performance through the earlier of December 31, 2013 and the Offer Closing Date and (ii) a fraction, the numerator of which is the number of days elapsed in the 2013 calendar year through the Offer Closing and the denominator of which is 365. To the extent not paid prior to the Offer Closing, each Company Employee who participates in a cash incentive plan set forth on Section 7.9(e) of the Company Disclosure Schedule (each, a “2013 Bonus Plan”) will be eligible to receive a payment under such 2013 Bonus Plan for the performance period ending on December 31, 2013, if the Company Employee remains employed by the Company, Parent or the Surviving Corporation, as applicable, through the required date set forth in such 2013 Bonus Plan or if the Company Employee is terminated by the Company, Parent or the Surviving Corporation, as applicable, without “cause” (as defined in the severance arrangement listed on Section 7.9(a) of the Company Disclosure Schedule) following the Offer Closing. In the event the Offer Closing occurs prior to December 31, 2013, each 2013 Bonus Plan will continue to be maintained in accordance with the terms thereof through December 31, 2013. Payments under the 2013 Bonus Plans will in all cases be determined in accordance with the terms of the 2013 Bonus Plans and the Company’s historical practices for making such payments and will reflect a participant’s individual targets (as applicable). (f) Following the date of this Agreement, the Company Benefit Agreements. and Parent (and their Affiliates) shall reasonably cooperate and use good faith efforts in all matters reasonably necessary to effect this Section 7.9, including (i) exchanging information and data relating to employee benefits and employee benefit plan coverages (except to the extent prohibited by applicable Law) and (ii) making any and all required communications with Company Employees. (g) Nothing in this Agreement Section 7.9 shall be construed treated as requiring Parent an amendment of, or undertaking to amend, any benefit plan. The provisions of its Subsidiaries this Section 7.9 are solely for the benefit of the respective parties to employ any Continuing Employee for any length this Agreement and, without limiting the generality of time following the Closing Date. Nothing Section 10.7 nothing in this AgreementSection 7.9, express or implied, shall be construed to prevent Parent confer upon any Company Employee, or legal representative or beneficiary thereof or any of its Subsidiaries from (i) terminatingother Person, any rights or remedies, including any right to employment or continued employment for any specified period, or modifying compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under an Employee Plan that such employee or beneficiary or other Person would not otherwise have under the terms of employment of, any Continuing that Employee following the Closing Date or (ii) terminating or modifying to any extent any Company Benefit Plan, Company Benefit Agreement, Parent Benefit Plan or any other employee benefit plan, program, agreement or arrangement that Parent or any of its Subsidiaries may establish or maintain; provided, however, that to the extent that, and for so long as, a Continuing Employee remains employed by Parent or any of its Subsidiaries during the 12 month period following the Closing, the compensation and benefits payable to such employee during such period shall be subject to Section 6.12(a). No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement.

Company Benefit Plan Matters. (a) During the period from the Closing Date until the twelve month anniversary thereofUntil December 31, 2012, Parent shall, or shall cause its Subsidiaries to, provide to each person Persons who is are employed by the Company or any of its Subsidiaries immediately prior to the Effective Time Offer Closing and who remains remain in the employment of the Company and its Subsidiaries on or after the Effective Time Offer Closing (the “Continuing Employees”) compensation (including base salary and incentive and bonus opportunities, but excluding equity-based compensation) and benefits (including vacation, paid time off off, 401(k), health and severance) that are not materially less favorable (taken under the Company Benefit Plans and Company Benefit Agreements as a whole) than in effect and at levels comparable in the aggregate to those provided to the Continuing Employees immediately prior to the Effective TimeOffer Closing (excluding equity-based benefits). Thereafter until December 31, 2013, Parent shall, or shall cause its Subsidiaries to, provide the Continuing Employees with, at Parent’s option, either (i) benefits that are, in the aggregate, comparable to those provided under the Company Benefit Plans immediately prior to the Offer Closing or (ii) such benefits as Parent or its Subsidiaries may provide similarly situated employees under the Parent Benefit Plans. (b) The service of each Continuing Employee with the Company or any of its Subsidiaries (or any predecessor employer) prior to the Effective Time Offer Closing shall be treated as service with Parent and its Subsidiaries for purposes of each (A) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), (B) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), (C) post-retirement or employment health or medical plan, program, policy or arrangement, (D) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (E) severance, change in control, retention or termination plan, program, policy or arrangement or (F) other material compensation or benefit plan, program, policy or arrangement arrangement, including fringe benefits, vacation pay, service awards and reimbursement of moving expenses sponsored or maintained by the Parent or any Subsidiary, as applicable (each, a “Parent Benefit Plan”), in the case of clauses (A) - (F), solely to the extent Parent makes such plan, program, policy or arrangement available to such Continuing Employee after the Effective Time, including for purposes of eligibility, eligibility and vesting and solely for vacation and severance plans, for purposes of benefit levels and accruals (other than defined benefit pension plan accruals)accrual, but not in any case where credit would result in duplication of benefits. (c) Following the Effective TimeOffer Closing, for purposes of each Parent Benefit Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate after the Effective TimeOffer Closing, Parent shall, or shall cause its Subsidiaries to, (i) waive any pre-existing condition, exclusion, actively-at-work requirement or waiting period to the extent such condition, exclusion, requirement or waiting period was satisfied or waived under the comparable Company Benefit Plan or Company Benefit Agreement as of the Effective Time Offer Closing (or, if later, any applicable plan transaction transition date) and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time Offer Closing for the plan year in which the Effective Time Offer Closing (or such transition date) occurs. (d) The parties hereto agree to take the actions set forth on Annex I to this Agreement. (e) Parent shall, and shall cause its Subsidiaries to, honor, in accordance with its terms, each Company Benefit Plan and Company Benefit Agreement and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), and Parent hereby acknowledges that the consummation of the Offer and the Merger constitutes a change of control or change in control, as the case may be, for all purposes under such Company Benefit Plans and Company Benefit Agreements. . (e) Nothing in this Agreement shall be construed as requiring Parent or any of its Subsidiaries to employ any Continuing Employee for any length of time following the Closing DateOffer Closing; provided that the foregoing does not affect any rights of a Continuing Employee to any applicable severance or change of control arrangements as in effect on the date of this Agreement. Nothing in this Agreement, express or implied, shall be construed to prevent Parent or any of its Subsidiaries from (i) terminating, or modifying the terms of employment of, any Continuing Employee following the Offer Closing Date or (ii) terminating or modifying to any extent any Company Benefit Plan, Company Benefit Agreement, Parent Benefit Plan or any other employee benefit plan, program, agreement or arrangement that Parent or any of its Subsidiaries may establish or maintain; provided, however, that to the extent that, and for so long as, a Continuing Employee remains employed by Parent or any of its Subsidiaries during the 12 month period following the Closing, the compensation and benefits payable to such employee during such period shall be subject to Section 6.12(a). No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement.