Common use of Employee and Employee Benefit Matters Clause in Contracts

Employee and Employee Benefit Matters. (a) Buyer shall, or shall cause each Company and each Company Subsidiary to, during the period commencing at the Closing Date and ending on the first anniversary thereof, provide to their active and former employees employee benefit plans, programs, policies and arrangements (other than stock option or other plans involving the potential issuance of securities) which in the aggregate are substantially comparable to those provided under the applicable employee benefit plans, programs, policies and arrangements of each Company and each Company Subsidiary in effect as of the Closing; provided, however, that the requirements of this sentence shall not apply to employees who are covered by a collective bargaining agreement; provided, further, that no specific plans, programs, policies or arrangements shall be required to be provided, except as required by applicable Law. Employees of each Company and each Company Subsidiary shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement (and for purposes of benefit accrual under each vacation or severance benefit plan, program or arrangement) of Buyer or any of its Related Persons in which the employees are eligible to participate for all service with any Company or any Company Subsidiary or any predecessor employer (if such credit was given by Seller). (b) If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a medical, dental or health plan of Buyer or its Related Persons, Buyer shall cause such plan to (i) waive any pre-existing condition limitations for conditions covered under the applicable medical, health or dental plans of any Company or any Company Subsidiary (the "Company Welfare Plans") to the same extent such pre-existing condition was waived under the Company Welfare Plans and (ii) honor any deductible and out-of-pocket expenses incurred by the employees and their beneficiaries under the Company Welfare Plans during the portion of the plan year preceding the Closing. If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a group term life insurance plan maintained by Buyer or its Related Persons, Buyer shall cause such plan to waive any medical certification for such employees up to the amount of coverage the employees had elected under the life insurance plan of any Company or any Company Subsidiary (but subject to any limits on the maximum amount of coverage under Buyer's life insurance plan). (c) On the Closing Date, Seller shall cause each employee set forth on Schedule 5.14 (each, a "Transferred Employee") to cease to be an employee of Seller and shall use its reasonable best efforts to cause each Transferred Employee to become an employee, on substantially the same terms and conditions as he or she is currently employed by Seller, of the Company listed on Schedule 5.14 with respect to such Transferred Employee (the "Employee Transfer"), it being understood that Seller shall not be required to offer any monetary inducement to such employees to so cause such employees to become employees of a Company. Seller shall retain responsibility for (i) all claims incurred with respect to Transferred Employees and (ii) any benefit accrued under a Benefit Plan, or any other obligation of Seller arising, in each case, with respect to Transferred Employees, in each case (i) and (ii) for claims incurred, benefits accrued or obligations arising for the period prior to the Closing Date; it being understood that Seller may satisfy such liability by transferring to Liberty Life assets equal in market value to the Liabilities related to the Transferred Employees. For purposes of this Section 5.14(c), a claim shall be deemed to be incurred with respect to any employee benefit welfare plan, when the medical or other service giving rise to the claim is performed, except that disability claims shall be deemed to have been incurred on the date the employee becomes disabled. (d) As soon as practicable following the date hereof, Seller shall (i) change the sponsorship of any Benefit Plans designated by Buyer, including The Liberty Corporation Retirement and Savings Plan, as amended and restated (the "401(k) Plan"), so that such plans become sponsored by the Company designated by Buyer not later than the Closing and so that Seller and its remaining affiliates shall cease to be participating employers in any such plan effective as of the Closing; (ii) amend the 401(k) Plan so as to preclude any new contributions to or investments in the Seller stock fund following the Closing (the "Plan Transfer"); (iii) develop with Buyer employee communications regarding such changes; and (iv) transfer to the Companies and Company Subsidiaries, all payroll and personnel records relating to current and former employees of each Company and Company Subsidiary, including Transferred Employees, and such related information as may be reasonably required by Buyer. (e) All outstanding stock options held by employees of any Company and any Company Subsidiary and the Transferred Employees will become fully exercisable as of the Closing and all other equity based awards of such Persons will fully vest, and Seller shall take such action as is necessary to accomplish the foregoing.

Employee and Employee Benefit Matters. (a) Buyer shall3.1 On or before the Closing Date, Calpine shall assign its rights and obligations under the Xxxxxxxx Employment Agreement to Rosetta, and Rosetta shall assume such rights and obligations, effective as of the Effective Time. On or before the Closing Date, Rosetta, in its sole discretion, may offer employment to any of the other Employees on such terms and conditions as it chooses, and the Hired Employees shall become Employees of Rosetta or an Affiliate, effective as of the Effective Time. As soon as practicable before the Closing Date, Rosetta shall provide written notice to Calpine of the identities of the Hired Employees. Immediately before the Effective Time, Calpine shall terminate or cause the termination of the employment of all the Hired Employees. Calpine is solely responsible for and shall pay or provide, or shall cause to be paid or provided, to each Company Hired Employee and each Company Subsidiary topursuant to the Xxxxxxxx Employment Agreement, during the period commencing at wages, salaries, commissions, bonuses, severance pay, vacation pay, benefits and any other compensation or remuneration for or on account of employment through the end of the day before the Closing Date when and ending on the first anniversary thereof, provide to their active and former employees employee benefit plans, programs, policies and arrangements (other than stock option or other plans involving the potential issuance of securities) which in the aggregate are substantially comparable to those provided under the applicable employee benefit plans, programs, policies and arrangements of each Company and each Company Subsidiary in effect as of the Closing; provided, however, that the requirements of this sentence shall not apply to employees who are covered by a collective bargaining agreement; provided, further, that no specific plans, programs, policies or arrangements shall be required to be provided, except as required by applicable LawApplicable Law and the Xxxxxxxx Employment Agreement. Calpine shall retain all Liability with respect to the Hired Employees of each Company and each Company Subsidiary under the Xxxxxxxx Employment Agreement for any Claim relating to employment or employment practices, whenever asserted, that arose or accrued prior to the Closing Date. Rosetta shall be given credit responsible for purposes all Liability with respect to the Hired Employees and under the Xxxxxxxx Employment Agreement for any Claim relating to employment or employment practices that arises or accrues on or after the Closing Date. Calpine shall remain solely responsible for the wages, salaries, commissions, bonuses, severance pay, vacation pay, benefits and any other compensation or remuneration for or on account of eligibility employment and vesting shall retain all Liability with respect to the Employees who do not become Hired Employees. Subject to compliance with Applicable Law, the Calpine Parties shall provide or make available, or cause to be provided or made available, to Rosetta such personnel and payroll information about the Hired Employees as may be required by Applicable Law or as Rosetta may reasonably request. 3.2 The Calpine Parties or their respective Affiliates currently maintain one or more defined contribution plans (the “Calpine DC Plan”) which provide certain retirement benefits for the Hired Employees. Prior to the Closing Date, with respect to the Hired Employees, the Calpine Parties or their respective Affiliates shall take all such action as may be necessary and appropriate (including amending the Calpine DC Plan(s) or any related loan policy to the extent necessary) to provide that such employees will not be in default on any plan outstanding loan under each the Calpine DC Plan(s) solely as a result of accepting employment with Rosetta and to permit such employees who have outstanding loans to make direct rollovers of such loans to a defined contribution plan maintained by Rosetta or the co-employer of the Hired Employees. 3.3 Rosetta is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan, program, policy or arrangement (and for purposes of benefit accrual under each vacation or severance benefit plan, program or arrangement) of Buyer the Calpine Parties or any of its Related Persons in which their respective ERISA Affiliates or Affiliates relating to any such entity’s employees or any other agreement, trust, plan, fund, or other arrangement that provides for employee benefits or perquisites (collectively, the “Employment Arrangements”), and Rosetta shall have no liability or obligation whatsoever under any Employment Arrangement to the Calpine Parties or any of their respective ERISA Affiliates or Affiliates or to any employees of the Calpine Parties or any of their respective ERISA Affiliates or Affiliates whether or not any of such employees are eligible to participate for all service with any Company offered employment by or any Company Subsidiary or any predecessor employer (if such credit was given by Seller)become employees of Rosetta. (b) If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a medical, dental or health plan of Buyer or its Related Persons, Buyer 3.4 The Calpine Parties shall cause such plan to (i) waive any pre-existing condition limitations have sole responsibility for conditions covered “continuation coverage” benefits provided under the applicable medical, health or dental plans of any Company or any Company Subsidiary (the "Company Welfare Plans") to the same extent such pre-existing condition was waived under the Company Welfare Plans and (ii) honor any deductible and out-of-pocket expenses incurred by the employees and their beneficiaries under the Company Welfare Plans during the portion of the plan year preceding the Closing. If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a group term life insurance health plan maintained by Buyer the Calpine Parties or its Related Persons, Buyer shall cause such plan to waive any medical certification for such employees up an Affiliate to the amount Hired Employees and “qualified beneficiaries” of coverage the employees had elected under the life insurance plan of any Company such employees, for whom a “qualifying event” occurs on or any Company Subsidiary (but subject to any limits on the maximum amount of coverage under Buyer's life insurance plan). (c) On before the Closing Date, Seller . The terms “continuation coverage,” “qualified beneficiaries” and “qualifying event” shall cause each employee set forth have the meanings ascribed to them under Section 4908B of the Code and Sections 601 through 608 of ERISA and the regulations thereunder. 3.5 Hired Employees who are employed by Calpine Administrative Services immediately before the Effective Time will be eligible to receive an incentive bonus pursuant to Calpine’s 2005 Management Incentive Plan (“MIP”) prorated based on the number of months in 2005 that the Hired Employee was employed by Calpine Administrative Services provided that the Hired Employee is employed by Rosetta when any such incentive bonus is paid to employees of Calpine. Payment will be made when and if MIP bonuses are paid to employees of Calpine (generally March of the following year) and calculated in Calpine’s discretion in accordance with the MIP. The amount of any such incentive bonus paid to a hired Employee shall be determined by the plan administrator for the MIP in consultation with the Chief Executive Officer of Rosetta using the target bonus percentage for such Hired Employee as shown on the attached Schedule 3.5. The total incentive bonuses paid to Hired Employees shall not exceed the sum of the prorated target bonus amounts shown on Schedule 5.14 (each3.5. 3.6 For a period of one year following the Effective Time, a "Transferred Employee") to cease to be an employee of Seller the Calpine Parties and shall use its reasonable best efforts to cause Rosetta agree that each Transferred Employee to become an employeewill not, on substantially the same terms and conditions as he directly or she indirectly, solicit any person who is currently then employed by Seller, or otherwise engaged to perform services for the other to leave that employment or cease performing services without the prior written consent of an officer of the Company listed on Schedule 5.14 with respect to such Transferred Employee (the "Employee Transfer"), other party; provided that it being understood that Seller shall not be required to offer any monetary inducement to such employees to so cause such employees to become employees of a Company. Seller shall retain responsibility for (i) all claims incurred with respect to Transferred Employees and (ii) any benefit accrued under a Benefit Plan, or any other obligation of Seller arising, in each case, with respect to Transferred Employees, in each case (i) and (ii) for claims incurred, benefits accrued or obligations arising for the period prior to the Closing Date; it being understood that Seller may satisfy such liability by transferring to Liberty Life assets equal in market value to the Liabilities related to the Transferred Employees. For purposes violation of this Section 5.14(c), a claim shall be deemed 3.6 for the Calpine Parties or Rosetta to be incurred with respect place general advertisements or for the Calpine Parties or Rosetta to hire or engage any employee benefit welfare plan, when the medical or other service giving rise to the claim is performed, except that disability claims shall be deemed to have been incurred on the date the employee becomes disabled. (d) As soon as practicable following the date hereof, Seller shall (i) change the sponsorship of any Benefit Plans designated by Buyer, including The Liberty Corporation Retirement and Savings Plan, as amended and restated (the "401(k) Plan"), so that such plans become sponsored by the Company designated by Buyer not later than the Closing and so that Seller and its remaining affiliates shall cease to be participating employers in any such plan effective as of the Closing; (ii) amend the 401(k) Plan so as other who seeks employment solely in response to preclude any new contributions to or investments in the Seller stock fund following the Closing (the "Plan Transfer"); (iii) develop with Buyer employee communications regarding such changes; and (iv) transfer to the Companies and Company Subsidiaries, all payroll and personnel records relating to current and former employees of each Company and Company Subsidiary, including Transferred Employees, and such related information as may be reasonably required by Buyergeneral advertisements. (e) All outstanding stock options held by employees of any Company and any Company Subsidiary and the Transferred Employees will become fully exercisable as of the Closing and all other equity based awards of such Persons will fully vest, and Seller shall take such action as is necessary to accomplish the foregoing.

Employee and Employee Benefit Matters. (a) Buyer Parent agrees to honor in accordance with their terms all Company Employee Benefit Plans listed in Section 6.2 of the Company Disclosure Letter or filed as exhibits to the Available Company SEC Documents and all accrued benefits vested thereunder; it being understood and agreed that nothing in this Section 6.2(a) shall prevent Parent from amending or terminating any Company Employee Benefit Plan or other agreement in accordance with its terms and applicable Law. (b) As of the Closing, the Surviving Corporation or one of the Company Subsidiaries shall continue to employ the employees of the Company and the Company Subsidiary as of the Effective Time. For a period of one year following the Effective Time, Parent agrees to provide, or cause to be provided, to those employees of the Company and the Company Subsidiaries who are employed by them as of immediately prior to the Effective Time and who continue to be actively employed by the Surviving Corporation (or any Affiliate thereof) during such one-year period the base salary (or base wages, as the case may be), no less favorable than the base salary (or base wages, as applicable) provided by the Company and the Company Subsidiaries to such employees immediately prior to the Effective Time; provided that Parent shall be under no obligation to retain any employee or group of employees of the Company or the Company Subsidiaries other than as required by applicable Law. (c) For purposes of all employee benefit plans, programs and arrangements maintained by or contributed to by Parent and its Subsidiaries (including, after the Closing, the Surviving Corporation), Parent shall, or shall cause its subsidiaries to, use commercially reasonable efforts to cause each such plan, program or arrangement to treat the prior service with the Company and its Affiliates of each person who is an employee or former employee of the Company Subsidiary to, during or the period commencing at Company Subsidiaries immediately prior to the Closing Date and ending on (a “Company Employee”) (to the first anniversary thereof, provide to their active and former employees employee benefit same extent such service is recognized under analogous plans, programs, policies and arrangements (other than stock option programs or other plans involving the potential issuance of securities) which in the aggregate are substantially comparable to those provided under the applicable employee benefit plans, programs, policies and arrangements of each the Company and each Company Subsidiary in effect as of or its affiliates prior to the Closing) as service rendered to Parent or the Parent Subsidiaries, as the case may be, for purposes of eligibility to participate in and vesting thereunder (but not benefit accrual); provided, however, that the requirements such crediting of this sentence service shall not apply operate to employees who are covered by a collective bargaining agreement; providedduplicate any benefit or the funding of such benefit. Parent shall, furtheror shall cause its Subsidiaries to use commercially reasonable efforts to, that no specific plans, programs, policies or arrangements shall be required to be provided, except as required by applicable Law. give Company Employees of each Company and each Company Subsidiary shall be given credit for purposes any deductible or co-payment amounts paid in respect of eligibility and vesting under each employee benefit plan, program, policy or arrangement (and for purposes of benefit accrual under each vacation or severance benefit plan, program or arrangement) of Buyer or any of its Related Persons the plan year in which the employees Closing occurs, to the extent that, following the Closing, they participate in any other plan for which deductibles or co-payments are eligible required. Parent shall also use commercially reasonable efforts to participate for all service with cause each Employee Benefit Plan maintained by or contributed to by Parent and its subsidiaries (including, after the Closing, the Surviving Corporation) in which Company Employees participate, to waive any preexisting condition that was waived under the terms of any Company Employee Benefit Plan immediately prior to the Closing or waiting period limitation which would otherwise be applicable to a Company Employee on or after the Closing. Parent shall recognize any accrued but unused vacation, sick leave, and sabbatical time of the Company Employees as of the Closing Date, in accordance with the terms of such Company policies and Parent shall cause the Company and the Company Subsidiaries to provide such vacation, sick leave, and sabbatical time in accordance with the terms of such Company policies but in no event will Parent be obligated to extend or enlarge the benefits available under such Company policies. (d) Parent agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), and any similar federal, state or local Law or regulation, and to otherwise comply with the WARN Act and any such other similar Law or regulation with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Company Employees (including as a result of the consummation of the Transactions) and occurring from and after the Closing. Parent shall not take any action on or after the Closing Date that would cause any termination of employment of any employees by Company or its affiliates that occurs prior to the Closing to constitute a “plant closing,” “mass layoff” or group termination or similar event under the WARN Act or any similar federal, state, local or foreign Law or regulation, or to create any liability or penalty to Company or its affiliates for any employment terminations under applicable Law. (e) If requested by Parent in writing within thirty (30) Business Days prior to the Effective Time, effective as of, and contingent upon, the Closing Date, the Company shall adopt such resolutions or amendments to terminate the Company 401(k) plan. The Company shall provide Parent with a copy of the resolutions or plan amendments (the form and substance of which shall be subject to review and approval by Parent) evidencing that the Company 401(k) plan has been terminated. (f) The parties acknowledge and agree that all provisions contained in this Section 6.2 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall create any third party beneficiary or other rights (A) in any other person, including any employees or former employees of the Company, any Company Subsidiary or any predecessor employer (if such credit was given by Seller). (b) If employees Affiliate of the Company, any Company Employee, or any Company Subsidiary become eligible dependent or beneficiary thereof, or (B) to participate in the year in which the Closing occurs in a medical, dental or health plan of Buyer or its Related Persons, Buyer shall cause such plan to (i) waive any pre-existing condition limitations for conditions covered under the applicable medical, health or dental plans of any Company continued employment with Parent or any Company Subsidiary (the "Company Welfare Plans") of its Affiliates or to the same extent such pre-existing employment or continued employment or to a particular term or condition was waived under the Company Welfare Plans and of employment with Parent or any of its Subsidiaries, or any of their respective Affiliates or (ii) honor any deductible and out-of-pocket expenses incurred by the employees and their beneficiaries under the Company Welfare Plans during the portion of the plan year preceding the Closing. If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a group term life insurance plan maintained by Buyer or its Related Persons, Buyer shall cause such plan to waive any medical certification for such employees up to the amount of coverage the employees had elected under the life insurance plan of any Company or any Company Subsidiary (but subject to any limits on the maximum amount of coverage under Buyer's life insurance plan). (c) On the Closing Date, Seller shall cause each employee set forth on Schedule 5.14 (each, a "Transferred Employee") to cease to be an employee of Seller and shall use its reasonable best efforts to cause each Transferred Employee to become an employee, on substantially the same terms and conditions as he or she is currently employed by Seller, of the Company listed on Schedule 5.14 with respect to such Transferred Employee (the "Employee Transfer"), it being understood that Seller shall not be required to offer any monetary inducement to such employees to so cause such employees to become employees of a Company. Seller shall retain responsibility for (i) all claims incurred with respect to Transferred Employees and (ii) any benefit accrued under a Benefit Plan, or any other obligation of Seller arising, in each case, with respect to Transferred Employees, in each case (i) and (ii) for claims incurred, benefits accrued or obligations arising for the period prior to the Closing Date; it being understood that Seller may satisfy such liability by transferring to Liberty Life assets equal in market value to the Liabilities related to the Transferred Employees. For purposes of this Section 5.14(c), a claim shall be deemed to be incurred with respect to treated as an amendment or other modification of any employee benefit welfare plan, when the medical or other service giving rise to the claim is performed, except that disability claims shall be deemed to have been incurred on the date the employee becomes disabled. (d) As soon as practicable following the date hereof, Seller shall (i) change the sponsorship of any Benefit Plans designated by Buyer, including The Liberty Corporation Retirement and Savings Plan, as amended and restated (the "401(k) Plan"), so that such plans become sponsored by the Company designated by Buyer not later than the Closing and so that Seller and its remaining affiliates shall cease to be participating employers in any such plan effective as of the Closing; (ii) amend the 401(k) Plan so as to preclude any new contributions to or investments in the Seller stock fund following the Closing (the "Plan Transfer"); (iii) develop with Buyer employee communications regarding such changes; and (iv) transfer to the Companies and Company Subsidiaries, all payroll and personnel records relating to current and former employees of each Company and Company Subsidiary, including Transferred Employees, and such related information as may be reasonably required by Buyer. (e) All outstanding stock options held by employees of any Company and any Company Subsidiary and the Transferred Employees will become fully exercisable as of the Closing and all other equity based awards of such Persons will fully vest, and Seller shall take such action as is necessary to accomplish the foregoing.

Employee and Employee Benefit Matters. (a) Buyer shallFrom and after the Closing Date, or Purchaser shall cause each all of the employees of the Company to be eligible to participate in such employee compensation and each Company Subsidiary to, during the period commencing at the Closing Date and ending on the first anniversary thereof, provide to their active and former employees employee benefit plans, programs, policies and arrangements that are made available to similarly situated employees of Purchaser and its subsidiaries (other than stock option the "PURCHASER BENEFIT PLANS"). From and after the Closing Date, the Company shall cause all of the Purchaser Benefit Plans to provide that (i) all service of the Company's officers and employees completed prior to the Closing Date with Seller or other plans involving the potential issuance Company will be recognized under such Purchaser Benefit Plan as if it were service with Purchaser for purposes of securitieseligibility to participate or any applicable waiting periods in Purchaser Benefit Plans and vesting of benefits thereunder, (ii) any exclusions for pre-existing conditions (to the extent such condition was covered under the Company Benefit Plan prior to the Closing Date) shall be waived with respect to such officers and employees and their eligible dependents under Purchaser Benefit Plans that are "welfare benefit plans" (as defined in section 3(1) of ERISA) and (iii) all co-payments, deductibles and similar amounts and costs incurred by any such officer or employee under a comparable plan, agreement or arrangement of Seller or the Company during the plan year in which in the aggregate are substantially comparable to those provided Closing occurs shall be recognized under the applicable Purchaser Benefit Plan. The foregoing shall not constitute any commitment, contract, understanding, undertaking or guarantee (express or implied) on the part of Purchaser to maintain or establish any Purchaser Benefit Plan or on the part of Purchaser or the Company to continue the employment of any employee of the Company for any duration. (b) From and after the Closing, Purchaser shall cause the Company to honor, pay and perform all of its covenants and obligations under, and in accordance with the existing terms of, all employment, severance, termination and similar agreements identified in Section 2.13 of the Seller Disclosure Schedule between the Company and any officer, director or employee thereof. (c) Effective as of the Closing Date, the participation of all directors, officers and employees of the Company in the compensation and benefit plans, programs, policies and arrangements of each Company and each Company Subsidiary in effect as of the Closing; provided, however, that the requirements of this sentence shall not apply to employees who are covered by a collective bargaining agreement; provided, further, that no specific plans, programs, policies or arrangements shall be required to be provided, except as required by applicable Law. Employees of each Company and each Company Subsidiary shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement (and for purposes of benefit accrual under each vacation or severance benefit plan, program or arrangement) of Buyer or any of its Related Persons in which the employees are eligible to participate for all service with any Company or any Company Subsidiary or any predecessor employer (if such credit was given by Seller). (b) If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a medical, dental or health plan of Buyer or its Related Persons, Buyer shall cause such plan to (i) waive any pre-existing condition limitations for conditions covered under the applicable medical, health or dental plans of any Company or any Company Subsidiary Seller (the "Company Welfare PlansSELLER BENEFIT PLANS") to the same extent such pre-existing condition was waived under shall cease and the Company Welfare Plans shall execute and (ii) honor any deductible deliver such resolutions of its Board of Directors and out-of-pocket expenses incurred by the employees and their beneficiaries under other documents as Seller deems reasonably necessary or appropriate for the Company Welfare Plans during the portion of the plan year preceding the Closing. If employees of any Company or any Company Subsidiary become eligible to participate withdraw as a participating employer in the year in which the Closing occurs in a group term life insurance plan maintained by Buyer or its Related Persons, Buyer shall cause such plan to waive any medical certification for such employees up to the amount of coverage the employees had elected under the life insurance plan of any Company or any Company Subsidiary (but subject to any limits on the maximum amount of coverage under Buyer's life insurance plan). (c) On the Closing Date, Seller shall cause each employee set forth on Schedule 5.14 (each, a "Transferred Employee") to cease to be an employee of Seller and shall use its reasonable best efforts to cause each Transferred Employee to become an employee, on substantially the same terms and conditions as he or she is currently employed by Seller, of the Company listed on Schedule 5.14 with respect to such Transferred Employee (the "Employee Transfer"), it being understood that Seller shall not be required to offer any monetary inducement to such employees to so cause such employees to become employees of a CompanyBenefit Plans. Seller shall retain responsibility remain responsible and liable for (i) payment of all medical, dental, vision and other health claims incurred with respect to Transferred Employees and (ii) by any benefit accrued under a Benefit Plan, or any other obligation of Seller arising, in each case, with respect to Transferred Employees, in each case (i) and (ii) for claims incurred, benefits accrued or obligations arising for the period Company employee prior to the Closing Date under a Seller Benefit Plan. Purchaser (or the applicable Purchaser Benefit Plans) shall be responsible for all covered medical, dental, vision and health claims incurred by any Company employee on or after the Closing Date; it being understood that Seller may satisfy such liability by transferring to Liberty Life assets equal in market value to the Liabilities related to the Transferred Employees. For purposes of this Section 5.14(cparagraph (c), a claim shall be is deemed to be have been incurred with respect to any employee benefit welfare plan, when the medical or other service giving rise to the claim is performed, except that disability claims shall be deemed to have been incurred on the date the employee becomes disabled. (d) As soon as practicable During the sixty (60) days following the date hereofClosing, Purchaser shall not cause or allow the Company to take any action or series of actions with respect to employees of the Company which action, or series of actions, would constitute either a "Plant Closing" or "Mass Layoff" under the Worker Adjustment Retraining Notification Act, 29 U.S.C. Section 2101 et seq. ("WARN") and/or any applicable state law governing layoff notification. Purchaser shall defend, indemnify, and hold harmless Seller shall (i) change the sponsorship from and against any losses, liabilities, claims, or causes of any Benefit Plans designated by Buyeraction, including The Liberty Corporation Retirement but not limited to defense costs and Savings Planattorneys' fees, as amended and restated (the "401(k) Plan"), so that arising from or in any way connected with such plans become sponsored action or series of actions taken by the Company designated by Buyer not later than the Closing and so that Seller and its remaining affiliates shall cease to be participating employers in any during such plan effective as of the Closing; (ii) amend the 401(k) Plan so as to preclude any new contributions to or investments in the Seller stock fund following the Closing (the "Plan Transfer"); (iii) develop with Buyer employee communications regarding such changes; and (iv) transfer to the Companies and Company Subsidiaries, all payroll and personnel records relating to current and former employees of each Company and Company Subsidiary, including Transferred Employees, and such related information as may be reasonably required by Buyerperiod. (e) All outstanding stock options held by employees of any Company and any Company Subsidiary and the Transferred Employees will become fully exercisable as of the Closing and all other equity based awards of such Persons will fully vest, and Seller shall take such action as is necessary to accomplish the foregoing.