Common use of Employee Benefit Arrangements Clause in Contracts

Employee Benefit Arrangements. (a) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations under (i) the existing terms of the employment and severance agreements to which the Company or any Company Subsidiary is presently a party, except as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth in Section 7.9 of the Company Disclosure Schedule. For a period of six months following the Effective Time (the "TRANSITION PERIOD"), employees of the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employees.

Employee Benefit Arrangements. (a) After The Company shall, and Parent agrees to cause the ClosingCompany to, Parent shall cause honor and, from and after the Effective Time, the Surviving Corporation to honor honor, all obligations under (i) the existing terms of the employment and severance agreements to which the Company or any Company Subsidiary of its subsidiaries is presently a party, except as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth party which are listed in Section 7.9 6.05 of the Company Disclosure Schedule. For Notwithstanding the foregoing, from and after the Effective Time, the Surviving Corporation shall have the right to amend, modify, alter or terminate any Plan, provided that any such action shall not affect any rights for which the agreement or consent of the other party or a period beneficiary is required. Employees of six months the Surviving Corporation immediately following the Effective Time (the "TRANSITION PERIOD"), employees of the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued who immediately prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policy. In addition, if any were employees of the Company or any Company subsidiary shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement of the Parent or the Surviving Corporation in which such employees participate subsequent to the Effective Time for all service with the Company and any Company subsidiary prior to the Effective Time (to the extent such credit was given by the Company or any Company subsidiary) for purposes of eligibility and vesting. (b) The Company will not take any action which could prevent or impede the termination of the 1995 Long-Term Incentive Compensation Plan, as amended, the 1997 Long-Term Incentive Compensation Plan Stock Incentive Plan and all other Stock Plans and any other plans, programs or arrangements providing for the issuance or grant of any other interest in respect of the capital stock of the Company Subsidiaries employed or any subsidiary of the Company in each case effective prior to the Effective Time. The Company will take all necessary action to (i) ensure that none of Parent, the Company or any of their respective subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates, to own any capital stock of the Surviving Corporation or any of its subsidiaries or to receive any payment in respect thereof as of the Closing Date become covered by a medical plan Effective Time and (ii) obtain all necessary consents so that after the Effective Time, holders of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employees.Options will have no rights other

Employee Benefit Arrangements. (a) After the ClosingExcept for employees subject to collective bargaining agreements, until December 31, 2000, Parent shall maintain, or cause the Surviving Corporation to honor all obligations under (i) maintain compensation and employee benefits substantially equivalent in the existing terms of the employment and severance agreements aggregate to which those provided by the Company or any Company Subsidiary is presently a party, except as may otherwise be agreed immediately prior to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth in Section 7.9 of the Company Disclosure Schedule. For a period of six months following the Effective Time (not taking into account equity-based incentive compensation provided by the "TRANSITION PERIOD"Company). Parent agrees that, employees of from and after the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the ClosingEffective Time, Parent shall will honor or will cause the Surviving Corporation to honor honor, all obligations which accrued prior to the Effective Time under the Company's deferred compensation plansListed Plans. Except as is otherwise required by Notwithstanding the existing terms of employment foregoing, from and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of after the Effective Time, and such person remains an employee of the Company or the Surviving Corporation shall have the right to amend, modify, alter or Parent, terminate any Plan to the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by extent the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, Plans permit such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual)action; provided, however, that for a period of no less than 12 months following the Effective Time, the Surviving Corporation shall neither terminate nor adversely amend or modify the Company's severance pay policy in effect as of April 1, 1999, other than with respect to requiring a binding waiver and release from the terminated employee prior to the payment of severance benefits. (b) Except for employees subject to collective bargaining agreements, for purposes of determining eligibility to participate, vesting and accrual or entitlement to benefits where length of service is relevant under any employee benefit plan of the Parent or the Surviv- ing Corporation, the Employees shall receive service credit for service with the Company and any of its subsidiaries to the same extent such service credit was granted under the Plans, subject to offsets for previously accrued benefits and to no duplication of benefits (except that no such credit shall be applied for benefit accrual or entitlement purposes under defined benefit pension plans). Such employees will shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Parent Plan for which deductibles or co-payments are required. Parent agrees that it shall also cause each Parent Plan to waive (i) any pre-existing condition restriction which was waived under the terms of any analogous Plan immediately prior to the Effective Time or (ii) waiting period limitation which would otherwise be applicable to an Employee on or after the Effective Time to the extent such service Employee had satisfied any similar waiting period limitation under an analogous Plan prior to the Effective Time. (c) Parent hereby acknowledges and agrees that consummation of the transactions contemplated by this Agreement constitute a "Change of Control" of the Company for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employeesPlans.

Employee Benefit Arrangements. (a) After the ClosingClosing Date, all employees of the Company and the Company’s Subsidiaries (“Company Employees”) who are employed by Parent or any Subsidiary of Parent, including the Surviving Company, shall continue to be eligible to participate in any “employee benefit plan”, as defined in Section 3(3) of ERISA (an “Employee Benefit Plan”), of the Company which is continued by Parent, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of Parent or its Subsidiaries in a similar Employee Benefit Plan sponsored or maintained by Parent or in which employees of Parent or its Subsidiaries participate after the Closing Date. With respect to each such Employee Benefit Plan of Parent, service with the Company or any Company Subsidiaries and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to benefits under such Employee Benefit Plan. Parent shall, or shall cause its Subsidiaries, as the case may be, to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to all Company Employees under any comparable welfare plan that such Company Employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any comparable welfare plan maintained by the Company for such employees immediately prior to the Closing Date, and (ii) provide each such Company Employee with credit for any co-payments and deductibles paid prior to the Closing Date for the plan year within which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date. (b) At and after the Closing Date, Parent shall cause the Surviving Corporation Company or its Affiliates to honor fully, in accordance with their respective terms, all obligations under (i) the existing terms employment agreements, severance agreements, and retention bonus agreements of the employment and severance agreements to which the Company or any Company Subsidiary is presently a partySubsidiaries, except as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth all of which are listed in Section 7.9 6.8(b)(i) of the Company Disclosure Schedule, and such arrangements shall continue to be obligations of the Surviving Company or such Company Subsidiary, as applicable (subject however to such modifications as are agreed to in connection with the satisfaction of Section 7.2(e)). The parties hereto acknowledge that as of the Closing Date, the Surviving Company or its Affiliates, as applicable, shall employ each individual who was employed by the Company or such Affiliate immediately prior to the Closing Date on terms that are substantially comparable in the aggregate to the terms applicable to such individual’s employment with the Company or such Affiliate immediately prior to the Closing Date. For a period of six months one (1) year following the Effective Time (the "TRANSITION PERIOD"), employees of the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the ClosingClosing Date, Parent shall cause the Surviving Corporation Company or its Affiliates to honor all obligations which accrued provide compensation and employee benefits to the employees of the Company and the Company Subsidiaries, for so long as they are employed, on terms that are substantially comparable or more favorable in the aggregate to the compensation and employee benefits provided to such employees by the Company and the Company Subsidiaries immediately prior to the Effective Time under Closing Date (subject to the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to limitations contained in Section 7.2(e)), which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(sdescribed in Section 6.8(b)(ii) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such planDisclosure Schedule. (c) If Notwithstanding anything in this Agreement to the contrary, this Section 6.8 shall not inure to the benefit of the persons entitled to the benefits, or party to the agreements, described herein, as third party beneficiaries. No provision of this Agreement shall create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice respect of continued employment or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employeesresumed employment.

Employee Benefit Arrangements. (a) After the ClosingEffective Time and until the conclusion of a transition period to be determined by Parent in its sole discretion, Parent shall cause employees of the Surviving Corporation to honor all obligations under (i) the existing terms of the employment and severance agreements to which the Company or any Company Subsidiary is presently a party, except as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth in Section 7.9 of the Company Disclosure Schedule. For a period of six months following its Subsidiaries who remain employed after the Effective Time (the "TRANSITION PERIODCompany Employees"), employees of the Surviving Corporation ) will continue to participate in the Company Benefit Plans Company's Employee Programs (other than 401(k) plans, deferred compensation plans, supplemental retirement plans, incentive or bonus plans, severances plans, and stock option plans or employee and stock purchase plans or other employer stock match or other employer stock related provisionsplans) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration effect as of the Transition PeriodEffective Time. Thereafter, Parent shall, and shall cause the Surviving Corporation to, provide the Company Employees with such employee benefits as determined appropriate from time to time by Parent in its sole discretion. All service with the Company shall be considered service with Parent for purposes of determining eligibility and vesting (but not with respect to benefit accruals) under all Employee Programs maintained by Parent or any Affiliate, including the Surviving Corporation's employees , with respect to Company Employees. All earnings with the Company prior to the Effective Time will be entitled to participate taken into account for purposes of any welfare benefit plan or under any vacation pay, sick pay or paid-time-off policy in employee benefit which the Company Employees may participate. For purposes of participation in Parent's welfare plans, the terms of which Parent will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof waive all waiting and pre-existing condition period requirements (other than deferred compensation those applicable to a Company Employee immediately prior to the Closing under a Company Employee Program) and will credit Company Employees with all deductibles and co-payments paid under the Company welfare plans for the plan year in which the Company Employees begin participation in Parent's welfare plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the ClosingSubject to plan eligibility rules, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may Employees will be (but are not required eligible to beparticipate in Parent's 401(k) provided for under any such plan(s) or under any similar plan(s) plan in the same manner as similarly-situated employees of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed effective as of the Closing Date become covered by a medical first full payroll period following the Effective Time. Company Employees shall be offered an opportunity to roll over their Company 401(k) account balance distributions into Parent's 401(k) plan, subject to the rules of such plan. Parent shall make reasonable efforts to amend such defined contribution plan to accept rollovers of Parentunpaid loan balances, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employeesif necessary.

Employee Benefit Arrangements. (a) After On and after the Closing, Parent shall, and shall cause the Surviving Corporation to to, honor in accordance with their terms all severance obligations under (i) the existing terms of the employment and severance agreements to which the Company or any Company Subsidiary is presently a partylisted in Section 7.9 of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto, and the Company or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section of the Company Disclosure Schedule, any amounts with respect to such severance obligations that are payable by their terms upon consummation of the Merger, at the Effective Time or on the Closing Date. Parent also agrees to fully vest all benefits of participants in The First Years Inc. and its Affiliates Pension Plan whose employment is terminated by Parent or the Surviving Corporation without “cause” or by such participant for “good reason” within twenty-four (ii24) months following the Company's and Closing Date, without regard to any Company Subsidiary's general severance policy as vesting schedules set forth in such plan (as such terms are defined in Section 7.9 of the Company Disclosure Schedule. For a period ). (b) Until December 31, 2004 or such later time as Parent shall determine (the “Transition Period”), Parent shall cause, and cause the Surviving Corporation to, continue the participation of six months following employees of the Surviving Corporation and the Company Subsidiaries who remain employed after the Effective Time (the "TRANSITION PERIOD"), employees of the Surviving Corporation will continue to participate “Company Employees”) in the Company Benefit Plans Employee Programs (other than deferred compensation plans, plans or stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisionsplans) on substantially similar the same terms to as those currently in effect. For a period As of 18 months following the expiration end of the Transition Period, the Surviving Corporation's employees will Company Employees shall be entitled permitted to participate in the employee benefit plansplans of Parent and its Subsidiaries on the same terms as similarly situated employees of Parent and its Subsidiaries, the terms and Parent may terminate any of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option employee benefit plans or merge any of the Company employee stock purchase benefit plans with Parent’s employee benefit plans as Parent deems appropriate. Parent shall cause the applicable benefit plans to treat the service of Company Employees with the Company or the Company Subsidiaries attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for purposes of eligibility to participate, vesting and for other employer stock match appropriate benefits, including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, treat any Company Employee as a “new” employee for purposes of any exclusions under any health or other employer stock related provisions)similar plan of Parent or the Surviving Corporation for a pre-existing medical condition, and any deductibles and co-pays paid under any of the Company’s or any of the Company Subsidiaries’ health plans shall be credited towards deductibles and co-pays under the health plans of Parent or the Surviving Corporation. Parent shall, and shall cause the Surviving Corporation, to make appropriate arrangements with its insurance carrier(s) to ensure such results. (bc) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's ’s deferred compensation plans, supplemental retirement plans, management incentive plans and long-range incentive plans. Except as is otherwise required by the existing terms of the written employment and severance agreements to which the Company is presently a partyparty and listed in Section 7.9 of the Company Disclosure Schedule, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employees.

Employee Benefit Arrangements. (a) After the ClosingClosing Date, all employees of the Company and the Company’s Subsidiaries (“Company Employees”) who are employed by the Surviving REIT, shall continue to be eligible to participate in any benefit plan, program or arrangement (including any “employee benefit plan”, as defined in Section 3(3) of ERISA or any vacation program) (an “Employee Benefit Plan”), of the Company which is continued by the Surviving REIT, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of the Surviving REIT or its Subsidiaries in a similar Employee Benefit Plan sponsored or maintained by the Surviving REIT or in which employees of the Surviving REIT or its Subsidiaries participate after the Closing Date. With respect to each such Employee Benefit Plan of the Surviving REIT, service with the Company or any of its Subsidiaries and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to benefits under such Employee Benefit Plan (but not for benefit accruals under any defined benefit pension plan or retiree medical or other welfare or as would otherwise result in a duplication of benefits). The Surviving REIT shall, or shall cause its Subsidiaries, as the case may be, to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to all Company Employees under any comparable welfare plan that such Company Employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any comparable welfare plan maintained by the Company for such employees immediately prior to the Closing Date, and (ii) provide each such Company Employee with credit for any co-payments and deductibles paid prior to the Closing Date for the plan year within which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date. (b) At and after the Closing Date, Parent shall cause the Surviving Corporation REIT to honor all obligations under (i) the existing in accordance with their terms of the employment agreements, severance agreements, and other bonus and severance agreements to which obligations of the Company or any Company Subsidiary is presently a party, except as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth of its Subsidiaries listed in Section 7.9 6.8(b) of the Company Disclosure Schedule. For a period of six months following , except to the Effective Time (extent otherwise agreed to between the "TRANSITION PERIOD"), employees of employee party thereto and the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such planREIT. (c) If No provision of this Agreement shall create any third-party beneficiary rights in any employee or former employee, director, trustee or consultant (including any beneficiary or dependent thereof) of the Company or any of the Company Subsidiaries becomes a participant in respect of continued employment or services or resumed employment or resumed services. Notwithstanding anything to the contrary set forth in this Agreement, nothing herein precludes the Surviving REIT from terminating the employment of any employee benefit plan, practice or policy of Parent, for any of its affiliates or reason for which the Surviving Corporation, Company could have terminated such employee shall be given credit under such plan for all service prior to the Effective Time with Time. (d) Parent shall cause the Surviving REIT to amend, reform or supplement the terms of any nonqualified deferred compensation plan (within the meaning of Code Section 409A and related guidance) covering any Company and the Company Subsidiaries and prior Employee as necessary for compliance with, or to avoid adverse tax consequence under, Section 409A, while preserving to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees extent practicable the intended treatment of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates original plan. (e) Nothing in this Section 6.8 will prohibit Parent or the Surviving CorporationREIT from amending, such medical plan shall not impose modifying or terminating any exclusion on coverage for preexisting medical conditions with respect to these employeesEmployee Program pursuant to, and in accordance with, its terms.

Employee Benefit Arrangements. (a) After From and after the ClosingEffective Time, Parent shall will honor, or cause the Surviving Corporation to honor have honored, all obligations under (i) the existing terms of the employment and severance agreements Company under the Plans; provided, however, that with respect to which the Company or any Company Subsidiary is presently a party, except as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth contracts listed in Section 7.9 6.5(d) of the Company Disclosure Schedule, Parent shall not be required to pay or cause to be paid any amounts under such contracts in excess of the amounts set forth in such Section 4.8 of the Company Disclosure Schedule (subject to the adjustments specified therein). For Notwithstanding the foregoing, from and after the Effective Time, subject to the remaining provisions of this Section 6.5(a), Parent or its designee may exercise any right to amend, modify, alter or terminate any Plans, provided that any such action shall not adversely affect the vested rights of any employees or other beneficiaries which shall have arisen thereunder prior to such amendment, modification, alteration or termination, and shall not affect any rights for which the agreement of the other party or a period beneficiary is required. (b) From and after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize the prior service with the Company or its subsidiaries (to the extent such service was recognized by the Company or its subsidiaries under any comparable Plan) of six months following each employee of the Company or any of its subsidiaries as of the Effective Time (the "TRANSITION PERIODCompany Employees"), employees of ) in connection with the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in Parent employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of eligibility, vesting and levels of benefits (but not for purposes of benefit accrualaccruals under any defined benefit pension plan) under in which such planCompany Employee is eligible to participate following the Effective Time. Except as is otherwise required by From and after the existing terms of employment and severance agreements to which the Company is a partyEffective Time, transfer of employment from the Company to Parent will, or will cause the Surviving Corporation to (i) cause any pre-existing conditions or limitations and eligibility waiting periods (to the extent such limitations or waiting periods did not apply to the Company Employees under the Plans) under any group health plans of Parent to be waived with respect to the Company Employees and their eligible dependents and (ii) give each Company Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Time. From and after the Effective Time, Parent will, or will cause the Surviving Corporation, to an affiliate provide severance benefits to eligible Company Employees pursuant to the terms and conditions set forth on Exhibit 6.5(d)(i) of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such planCompany Disclosure Schedule. (c) If The Company will not take any employee action that could prevent or impede the termination of the 1987 Stock Option Plan, the 1990 Stock Option Plan, the 1993 Stock Option Plan, the 1998 Stock Option Plan and the Employee Stock Purchase Plan, as any of them may have been amended, and all other Stock Plans, and any other plans, programs or arrangements providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries becomes a participant subsidiary, in any employee benefit planeach case, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service effective prior to the Effective Time with Time. The Company will use its reasonable best efforts to obtain all necessary consents so that, after the Effective Time, holders of Options will have no rights other than the rights of the holders of Options to receive the Cash Payment (less any required withholding), if any, in cancellation and settlement thereof. (d) Notwithstanding anything in this Agreement to the contrary, (i) the Company and (or Parent, if applicable) may take any of the actions set forth in Section 6.5(d)(i) of the Company Subsidiaries Disclosure Schedule before the Expiration Date and prior to (ii) the time such employee becomes such a participantCompany shall take all necessary actions, for purposes of eligibility (including, without limitation, waiting periodsobtaining any required approvals by the Company's Board of Directors or using reasonable best efforts to obtain any required employee consents, in order to effectuate the items set forth in Section 6.5(d)(ii) of the Company Disclosure Schedule, upon the request of Parent and vesting but effective prior to the date designated by Parent, and, in either case, such actions shall not for be considered a violation of any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual)provision of this Agreement; provided, however, that such employees will the Company shall in no event be given credit for such service for purposes required to take any of any vacation policy. In addition, if any employees the actions set forth in Section 6.5(d)(ii) of the Company or any Disclosure Schedule unless and until Parent and the Purchaser shall have irrevocably waived all of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect Tender Offer Conditions which they are permitted to these employeeswaive hereunder.

Employee Benefit Arrangements. (a) After Except as set forth in Section 5.13 of the Disclosure Schedule, after the Closing, Parent shall cause the Surviving Corporation (x) to honor all obligations under (i) the existing terms of the employment employment, retention, termination and severance agreements to which the Company or any Company Subsidiary is presently a partyparty and other compensation agreements, except arrangements and plans of the Company or any Subsidiary (including, without limitation, any management incentive or incentive compensation plans) existing prior to the date of this Agreement, except, in each case, as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth in Section 7.9 and (y) to allow employees of the Company Disclosure Schedule. For a period of six months following the Effective Time (the "TRANSITION PERIOD"), employees of the Surviving Corporation will and its Subsidiaries to continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisionsplans) on substantially similar terms to those currently in effect. For a period of 18 months following ; provided that, in each -------- case, Parent or Merger Sub may substitute its own arrangements, plans or policies are either (A) not materially less favorable to the expiration employees as those of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as currently in effect on the date hereof or (other than deferred compensation plansB) those arrangements, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions)policies currently in effect for comparable employees of Parent and its Subsidiaries. (b) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (includingvesting, without limitation, benefit accrual); provided, however, that and such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employees. Such employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing Date occurs to the extent that, following the Closing Date, they participate in any plan of Parent, any of its affiliates or the Surviving Corporation for which deductibles or co-payments are requested. Parent and the Surviving Corporation will make appropriate arrangements with its insurance carrier(s) to ensure the foregoing.

Employee Benefit Arrangements. (a) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations under (i) the existing terms Effective as of the employment and severance agreements to which the Closing Date, Company or any Company Subsidiary is presently a party, except as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth Employees shall cease participation in Section 7.9 of the Company Disclosure Schedule. For a period of six months following the Effective Time (the "TRANSITION PERIOD"), employees of the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in all employee benefit plans, the terms programs, policies and arrangements maintained or contributed to for their benefit by Seller or any of which will be similar in material respects in the aggregate its affiliates (“Seller Plans”) except to the Company Benefit extent such Seller Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans provide for continued participation by former employees or employee stock purchase plans or other employer stock match or other employer stock related provisions)Seller otherwise retains liability with respect to such Seller Plans under this Agreement. (b) After the Closing, Parent Buyer shall use reasonable efforts to cause the Surviving Corporation each Company Employee to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted given credit for purposes of vesting (but not and eligibility for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan participation for all service prior to the Effective Time Closing Date with Seller and its affiliates (to the Company extent taken into account under similar employee benefit plans, programs, policies and the Company Subsidiaries and arrangements of Seller in effect immediately prior to the time such Closing Date) under each employee becomes such a participantbenefit plan, for purposes program and arrangement intended to meet the requirements of eligibility (including, without limitation, waiting periodsCode section 401(a) and vesting but not for all purposes, including benefit payment levels under any severance or vacation arrangement and any other purposes for which such service is either welfare benefit arrangement (in each case, to the extent taken into account under similar employee benefit plans, programs, policies and arrangements of Seller in effect immediately prior to the Closing Date) maintained for his or recognized her benefit by Bxxxx on the Closing Date. (includingc) Seller shall retain responsibility for and continue to pay, without limitationto the extent covered by Seller Plans, benefit accrual); providedall medical, howeverlife insurance, that disability and other welfare and government-mandated plan expenses and benefits for each Company Employee with respect to claims incurred by such employees will or their covered dependents on or prior to the Closing Date. Expenses and benefits with respect to claims incurred by Company Employees or their covered dependents after the Closing Date shall be given credit for such service for the responsibility of Buyer under, and to the extent covered by, Bxxxx’s employee benefit plans, programs, policies and arrangements, and government-mandated plans. For purposes of any vacation policy. In additionthis paragraph, if any employees a medical claim shall be deemed to be incurred as of the date of the occurrence or event giving rise to the benefit to which the claim relates. (d) With respect to the welfare benefit plans initially implemented for the benefit of Company Employees immediately after the Closing Date, Buyer shall use reasonable efforts to (i) cause to be waived any requirement to provide evidence of insurability and any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations for the year in which the Closing Date occurs, to claims incurred and amounts paid with respect to such employees with respect to similar plans maintained by Seller (or any affiliate thereof) for their benefit during the portion of the year that occurs prior to the date employment commences (provided Seller provides such information to Buyer as of the Closing Date). (e) Seller shall furnish Buyer with any information that Buyer may require to provide benefits to Company Subsidiaries employed Employees as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions in accordance with respect to these employeesthis Section 5.9.

Employee Benefit Arrangements. (a) After On and after the Closing, Parent shall, and shall cause the Surviving Corporation to to, honor in accordance with their terms all severance obligations under (i) the existing terms of the employment and severance agreements to which the Company or any Company Subsidiary is presently a partylisted in Section 7.9 of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto, and the Company or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section of the Company Disclosure Schedule, any amounts with respect to such severance obligations that are payable by their terms upon consummation of the Merger, at the Effective Time or on the Closing Date. Parent also agrees to fully vest all benefits of participants in The First Years Inc. and its Affiliates Pension Plan whose employment is terminated by Parent or the Surviving Corporation without "cause" or by such participant for "good reason" within twenty-four (ii24) months following the Company's and Closing Date, without regard to any Company Subsidiary's general severance policy as vesting schedules set forth in such plan (as such terms are defined in Section 7.9 of the Company Disclosure Schedule. For a period ). (b) Until December 31, 2004 or such later time as Parent shall determine (the "Transition Period"), Parent shall cause, and cause the Surviving Corporation to, continue the participation of six months following employees of the Surviving Corporation and the Company Subsidiaries who remain employed after the Effective Time (the "TRANSITION PERIODCompany Employees"), employees of the Surviving Corporation will continue to participate ) in the Company Benefit Plans Employee Programs (other than deferred compensation plans, plans or stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisionsplans) on substantially similar the same terms to as those currently in effect. For a period As of 18 months following the expiration end of the Transition Period, the Surviving Corporation's employees will Company Employees shall be entitled permitted to participate in the employee benefit plansplans of Parent and its Subsidiaries on the same terms as similarly situated employees of Parent and its Subsidiaries, the terms and Parent may terminate any of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option employee benefit plans or merge any of the Company employee stock purchase benefit plans with Parent's employee benefit plans as Parent deems appropriate. Parent shall cause the applicable benefit plans to treat the service of Company Employees with the Company or the Company Subsidiaries attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for purposes of eligibility to participate, vesting and for other employer stock match appropriate benefits, including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, treat any Company Employee as a "new" employee for purposes of any exclusions under any health or other employer stock related provisions)similar plan of Parent or the Surviving Corporation for a pre-existing medical condition, and any deductibles and co-pays paid under any of the Company's or any of the Company Subsidiaries' health plans shall be credited towards deductibles and co-pays under the health plans of Parent or the Surviving Corporation. Parent shall, and shall cause the Surviving Corporation, to make appropriate arrangements with its insurance carrier(s) to ensure such results. (bc) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans, supplemental retirement plans, management incentive plans and long-range incentive plans. Except as is otherwise required by the existing terms of the written employment and severance agreements to which the Company is presently a partyparty and listed in Section 7.9 of the Company Disclosure Schedule, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employees.

Employee Benefit Arrangements. (a) After Except as set forth in Section 5.13 of the Disclosure Schedule, after the Closing, Parent shall cause the Surviving Corporation (x) to honor all obligations under (i) the existing terms of the employment employment, retention, termination and severance agreements to which the Company or any Company Subsidiary is presently a partyparty and other compensation agreements, except arrangements and plans of the Company or any Subsidiary (including, without limitation, any management incentive or incentive compensation plans) existing prior to the date of this Agreement, except, in each case, as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth in Section 7.9 and (y) to allow employees of the Company Disclosure Schedule. For a period of six months following the Effective Time (the "TRANSITION PERIOD"), employees of the Surviving Corporation will and its Subsidiaries to continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisionsplans) on substantially similar terms to those currently in effect. For a period of 18 months following ; PROVIDED that, in each case, Parent or Merger Sub may substitute its own arrangements, plans or policies if such arrangements, plans or policies are either (A) not materially less favorable to the expiration employees as those of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as currently in effect on the date hereof or (other than deferred compensation plansB) those arrangements, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions)policies currently in effect for comparable employees of Parent and its Subsidiaries. (b) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued prior to the Effective Time under the Company's deferred compensation plans. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains an employee of the Company or the Surviving Corporation or Parent, the person's continuing employment in such capacity shall be counted for purposes of vesting (but not for purposes of benefit accrual) under such plan. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits under any such plan. (c) If any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (including, without limitation, waiting periods) and vesting but not for any other purposes for which such service is either taken into account or recognized (includingvesting, without limitation, benefit accrual); provided, however, that and such employees will be given credit for such service for purposes of any vacation policy. In addition, if any employees of the Company or any of the Company Subsidiaries employed as of the Closing Date become covered by a medical plan of Parent, any of its affiliates or the Surviving Corporation, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employees. Such employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing Date occurs to the extent that, following the Closing Date, they participate in any plan of Parent, any of its affiliates or the Surviving Corporation for which deductibles or co-payments are requested. Parent and the Surviving Corporation will make appropriate arrangements with its insurance carrier(s) to ensure the foregoing.

Employee Benefit Arrangements. As soon as practicable after the Agreement Date, Company and Acquirer shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements. Following the Effective Time, Acquirer, in its sole discretion, shall either (ai) After the Closing, Parent shall continue (or cause the Surviving Corporation to honor all obligations under (icontinue) the existing terms of to maintain the employment agreements, pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, deferred compensation agreements, profit sharing plans, bonus plans, vacation, sick, holiday or other paid leave plans, severance plans or other similar employee benefit plans maintained by Company and severance agreements to which the Company or any Company Subsidiary is presently a partyits Subsidiaries, except including all "employee benefit plans" as may otherwise be agreed to by the parties thereto, and (ii) the Company's and any Company Subsidiary's general severance policy as set forth defined in Section 7.9 3(3) of the Company Disclosure Schedule. For a period of six months following the Effective Time ERISA (the "TRANSITION PERIODEmployee Benefit Arrangements"), employees of the Surviving Corporation will continue to participate in the Company Benefit Plans (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions) on substantially similar the same terms to those currently in effect. For a period of 18 months following the expiration of the Transition Period, the Surviving Corporation's employees will be entitled to participate in employee benefit plans, the terms of which will be similar in material respects in the aggregate to the Company Benefit Plans as in effect on the date hereof (other than deferred compensation plans, stock option plans or employee stock purchase plans or other employer stock match or other employer stock related provisions). (b) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations which accrued immediately prior to the Effective Time under for the Company's deferred compensation plans. Except participants that continue as is otherwise employees of Company or become employees of Acquirer after the Effective Time, provided that nothing herein shall be deemed to require Acquirer to continue any Employee Benefit Arrangement required by the existing terms of employment and severance agreements this Agreement to which be terminated prior to the Effective Time, or (ii) arrange for each participant in the Company is presently a party, future accruals may be (but are not required to be) provided for under any such plan(s) or under any similar plan(s) Employee Benefit Arrangements that continues as an employee of the Surviving Corporation or Parent. Except as is otherwise required by the existing terms of employment and severance agreements to which the Company is a presently party, if future accruals are not provided for with respect to any current employee participant in such plan as of the Effective Time, and such person remains becomes an employee of Acquirer after the Effective Time ("Company Participants") to participate in any similar plans of the Acquirer ("Acquirer Plans") on terms no less favorable than those offered to similarly situated employees of Acquirer, or (iii) arrange for a combination of clauses (i) and (ii). Each Company Participant who continues to be employed by the Surviving Corporation or ParentAcquirer or any of its subsidiaries immediately following the Effective Time shall, to the person's continuing employment extent permitted by law and applicable tax qualification requirements, and subject to any generally applicable break in such capacity shall be counted service or similar rule, receive credit for purposes of eligibility to participate and vesting (but not under the Acquirer Plans, including vacation accruals, for purposes years of benefit accrual) under such planservice with Company. Except as is otherwise required by To the extent consistent with law and applicable tax qualification requirements, Acquirer shall use commercially reasonable efforts to cause any and all pre-existing terms condition limitations, eligibility waiting periods and evidence of employment and severance agreements to which the Company is a party, transfer of employment from the Company to the Surviving Corporation or to the Parent or to an affiliate of the Parent shall not constitute a termination of employment for purposes of payment of benefits insurability requirements under any group health plans to be waived with respect to such plan. (c) If Company Participants and their eligible dependents and shall provide them with credit for any employee of the Company or any of the Company Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Parent, any of its affiliates or the Surviving Corporation, such employee shall be given credit under such plan for all service co-payments and deductibles prior to the Effective Time with the Company and the Company Subsidiaries and prior to the time such employee becomes such a participant, for purposes of eligibility (includingsatisfying any applicable deductible, without limitationout-of-pocket, waiting periods) and vesting but not for or similar requirements under any other purposes for Acquirer Plans in which such service is either taken into account or recognized (including, without limitation, benefit accrual); provided, however, that such employees will be given credit for such service for purposes of any vacation policythey are eligible to participate immediately after the Effective Time. In addition, if any employees of the Company or Notwithstanding any of the Company Subsidiaries employed as foregoing to the contrary, none of the Closing Date become covered by a medical plan provisions contained herein shall operate to duplicate any benefit provided to any employee of Parent, Company or the funding of and such benefit. In the event that Acquirer determines to terminate any of its affiliates or the Surviving Corporationformer Company employees providing transition services to Acquirer without payment of severance, the Acquirer will review such determination with Xx. Xxxxxx. In the event that Xx. Xxxxxx disagrees with such determination, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to these employeesdetermination will be reviewed by Messrs. Xxxxxxxxx and Xxxxxx.