Common use of Employee Benefit Arrangements Clause in Contracts

Employee Benefit Arrangements. (a) On and after the Closing, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employment agreements, severance agreements, retention bonus agreements and performance cash bonus agreements (including pursuant to long term incentive awards and out-performance plan awards, except as the same shall have been settled in cash or Company Common Stock prior to the Effective Time) and all bonus, retention and severance obligations (including pursuant to the Severance and Stay Bonus Plan), of the Company or any Company Subsidiary, all of which are listed in Section 6.8(a) of the Company Disclosure Schedule, and 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 6.8(a) of the Company Disclosure Schedule, any amounts with respect to such agreements and obligations that are payable by their terms on or before the Closing Date, upon consummation of the Merger, or the Effective Time. In addition, and subject to compliance with applicable law, on and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all promissory note and security agreements listed in Section 6.8(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto; provided, however, that Parent shall not, and shall cause the Surviving Corporation to not, materially modify such agreements. (b) For a period of at least one year following the Effective Time, Parent shall cause the Surviving Corporation to provide the employees of the Company and the Company Subsidiaries who remain employed by Parent or the Parent Subsidiaries after the Effective Time (the “Company Employees”) with at least the types and levels of employee benefits (including contribution levels) maintained from time to time by Parent or the Surviving Corporation for similarly-situated employees of Parent or the Surviving Corporation. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of Company Employees with the Company or the Company Subsidiaries (or their predecessor entities) 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 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 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 use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such results. (c) After the Effective Time, 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 compensation plans, performance cash bonus plans and long-term incentive plans, that in any such case, are listed in Section 6.8(c) of the Company Disclosure Schedule.

Employee Benefit Arrangements. (a) On and after the Closing, Parent KIT shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employment agreements, severance agreements, retention bonus agreements and performance cash bonus agreements (including pursuant to long term incentive awards and out-performance plan awardsagreements, except as the same shall have been settled in cash or Company Common Stock prior to the Effective Time) and all bonus, retention and severance obligations (including pursuant to the Severance and Stay Bonus Plan)obligations, of the Company or any Company SubsidiaryCompany, all of which are listed in Section 6.8(a) of the Company Disclosure Schedule, and 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 6.8(a) of the Company Disclosure Schedule, any amounts with respect to such agreements and obligations that are payable by their terms on or before the Closing Date, upon consummation of the Merger, or the Effective Time. In addition, and subject to compliance with applicable law, on and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all promissory note and security agreements listed in Section 6.8(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto; provided, however, that Parent shall not, and shall cause the Surviving Corporation to not, materially modify such agreementsSchedule 7.5(a). (b) For a period of at least one year following Following the Effective Time, Parent KIT shall cause the Surviving Corporation to provide the employees of the Company and the Company Subsidiaries who remain employed by Parent KIT or the Parent Subsidiaries Surviving Corporation after the Effective Time (the “Company Employees”) with at least the types and levels of compensation and employee benefits (including contribution levels) maintained from time to time by Parent or the Surviving Corporation KIT for similarly-situated employees of Parent or the Surviving CorporationKIT. Parent KIT shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of Company Employees with the Company or the Company Subsidiaries (or their its predecessor entities) attributable to any period before the Effective Time as service rendered to Parent KIT or the Surviving Corporation for purposes of eligibility to participate, vesting and for other appropriate benefits, including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the foregoing, Parent KIT 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 similar plan of Parent KIT 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 KIT or the Surviving Corporation. Parent KIT shall, and shall cause the Surviving CorporationCorporation to, to use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such results. (c) After the Effective Time, 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 compensation plans, performance cash bonus plans and long-term incentive plans, that in any such case, are listed in Section 6.8(c) of the Company Disclosure Schedule.

Employee Benefit Arrangements. (a) On and after Parent agrees that, during the Closing, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employment agreements, severance agreements, retention bonus agreements and performance cash bonus agreements (including pursuant to long term incentive awards and out-performance plan awards, except as the same shall have been settled in cash or Company Common Stock prior to period commencing at the Effective Time) Time and all bonusending on the first anniversary thereof, retention and severance obligations (including pursuant to the Severance and Stay Bonus Plan), employees of the Company or any and Company Subsidiary, all of which Subsidiaries will continue to be provided with pension and welfare benefits under employee benefit plans that are listed substantially comparable in Section 6.8(a) of the aggregate than those currently provided by the Company Disclosure Schedule, and 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 6.8(a) of the Company Disclosure Schedule, any amounts with respect Subsidiaries to such agreements and obligations that are payable employees or substantially comparable in the aggregate to those provided to similarly situated employees of Parent, as elected by their terms on or before the Closing Date, upon consummation of the Merger, or the Effective TimeParent in its sole discretion. In addition, and subject to compliance with applicable law, on and after the Effective Time, Parent shall, and shall will cause the Surviving Corporation to, honor all promissory note and security agreements listed in Section 6.8(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto; provided, however, that Parent shall not, and shall cause the Surviving Corporation to not, materially modify such agreements. (b) For a period of at least one year following the Effective Time, Parent shall cause the Surviving Corporation to provide any employee benefit plans which the employees of the Company and the Company Subsidiaries who remain employed are eligible to participate in to take into account for purposes of eligibility and vesting thereunder, except for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits, service by Parent or the Parent Subsidiaries after the Effective Time (the “Company Employees”) with at least the types and levels of employee benefits (including contribution levels) maintained from time to time by Parent or the Surviving Corporation for similarly-situated employees of Parent the Company and Company Subsidiaries as if such service were with Parent, to the same extent such service was credited under a comparable plan of the Company and the Company Subsidiaries and to the extent that such time period is recognized under the terms of such plan of Parent. (b) To the same extent that such service was recognized by the Company for purposes of the Company Benefit Plans, to the extent permitted under the applicable insurance contracts or the Surviving Corporation. plans, Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of Company Employees Surviving Corporation employees with the Company or the Company Subsidiaries (or their predecessor entities) attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for all purposes (except to the extent that it would result in a duplication of benefits), including but not limited to, eligibility to participate, vesting and for other appropriate benefits, including, but not limited to, applicability of any minimum waiting periods for participation. Without limiting the foregoing, to the extent reasonably practicable under the Company’s contracts with its insurance carrier(s), Parent shall not, and shall cause the Surviving Corporation to notnot to, treat any Company Employee Surviving Corporation employee as a “new” employee for purposes of any exclusions under any health or 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 CorporationCorporation to the extent recognized under the analogous Company Benefit Plans. Parent shallNotwithstanding the foregoing, and nothing contained herein shall cause (1) be treated as an amendment of any particular Company Benefit Plan, (2) give any third party any right to enforce the Surviving Corporationprovisions of this Section 5.16, to use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(sor (3) to ensure such results. (c) After the Effective Timeobligate Parent, Parent shall cause the Surviving Corporation or any of its Affiliates to honor all obligations which accrued prior to (i) maintain any Company Benefit Plan or (ii) retain the Effective Time under the Company’s deferred compensation plans, supplemental retirement plans, management compensation plans, performance cash bonus plans and long-term incentive plans, that in employment of any such case, are listed in Section 6.8(c) of the Company Disclosure Scheduleemployee.

Employee Benefit Arrangements. Following the Fourth Effective Time, the employees of the Surviving Companies and their Subsidiaries who remain employed after the Fourth Effective Time (the "Selling Companies Employees") will be entitled to participate in either (a) On the Employee Benefit Plans (other than equity-based plans) on the same terms, or terms which in the aggregate provide substantially comparable benefits, as those in effect immediately prior to the First Effective Time, (b) the employee benefit plans of Parent and after its Subsidiaries on the Closingsame terms as similarly-situated employees of Parent and its Subsidiaries or (c) a combination of (a) and (b), and in each case in the discretion of Parent, and Parent may terminate any of the Employee Benefit Plans or merge any of the Employee Benefit Plans with Parent's employee benefit plans as Parent deems appropriate. Subject to the requirements of applicable Law and unless such recognition of service would result in a duplication of benefits, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employment agreements, severance agreements, retention bonus agreements and performance cash bonus agreements (including pursuant to long term incentive awards and out-performance plan awards, except as the same shall have been settled in cash or Company Common Stock prior to the Effective Time) and all bonus, retention and severance obligations (including pursuant to the Severance and Stay Bonus Plan), of the Company or any Company Subsidiary, all of which are listed in Section 6.8(a) of the Company Disclosure Schedule, and 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 6.8(a) of the Company Disclosure Schedule, any amounts with respect to such agreements and obligations that are payable by their terms on or before the Closing Date, upon consummation of the Merger, or the Effective Time. In addition, and subject to compliance with applicable law, on and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all promissory note and security agreements listed in Section 6.8(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto; provided, however, that Parent shall not, and shall cause the Surviving Corporation to not, materially modify such agreements. (b) For a period of at least one year following the Effective Time, Parent shall cause the Surviving Corporation to provide the employees of the Company and the Company Subsidiaries who remain employed by Parent or the Parent Subsidiaries after the Effective Time (the “Company Employees”) with at least the types and levels of employee benefits (including contribution levels) maintained from time to time by Parent or the Surviving Corporation for similarly-situated employees of Parent or the Surviving Corporation. Parent shall, and shall cause the Surviving Corporation Companies to, treat, and cause the applicable benefit plans to treat, the service of Company Selling Companies Employees with the Company or the Company Subsidiaries (Selling Companies or their predecessor entities) Subsidiaries attributable to any period before the First Effective Time as service rendered to Parent or the Surviving Corporation Companies for purposes of all purposes, including but not limited to, eligibility to participate, vesting and for other appropriate benefitsbenefit accruals, including, but not limited to, applicability of any minimum waiting periods for participation, excluding for these purposes benefit accrued under any defined benefit plan. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Corporation to notCompanies not to, treat any Company Selling Companies Employee as a “"new” " employee for purposes of any exclusions under any health or similar plan of Parent or the Surviving Corporation Companies for a pre-existing medical condition, and any deductibles and co-pays paid except to the extent such exclusions were applicable under any a Plan of a Selling Company immediately before 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 use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such results. (c) After the First Effective Time, 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 compensation plans, performance cash bonus plans and long-term incentive plans, that in any such case, are listed in Section 6.8(c) of the Company Disclosure Schedule.

Employee Benefit Arrangements. (a) On and after the Closing, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employment agreements, severance agreements, retention bonus agreements and performance cash bonus agreements (including pursuant to long term incentive awards and out-performance plan awardsagreements, except as the same shall have been settled in cash or Company Common Stock prior to the Effective Time) and all bonus, retention and severance obligations (including pursuant to the Severance and Stay Bonus Plan)obligations, of the Company or any Company Subsidiary, all of which are listed in Section 6.8(a6.9(a) of the Company Disclosure Schedule, and 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 6.8(a6.9(a) of the Company Disclosure Schedule, any amounts with respect to such agreements and obligations that are payable by their terms on or before the Closing Date, upon consummation of the Merger, or the Effective Time. In addition, and subject to compliance with applicable law, on and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all promissory note and security agreements listed in Section 6.8(a6.9(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto; provided, however, that Parent shall not, and shall cause the Surviving Corporation to not, materially modify such agreements. (b) For a period of at least one year following Following the Effective Time, Parent shall cause the Surviving Corporation to provide the employees of the Company and the Company Subsidiaries who remain employed by Parent or the Parent Subsidiaries after the Effective Time (the “Company Employees”) with at least the types and levels of employee benefits (including contribution levels) maintained from time to time by Parent or the Surviving Corporation for similarly-situated employees of Parent or the Surviving Corporation. Parent represents and warrants that such employee benefits are similar in all material respects in the aggregate to the Employees Programs as in effect just prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of Company Employees with the Company or the Company Subsidiaries (or their predecessor entities) 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 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 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 use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such results. (c) After the Effective Time, 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 compensation incentive plans, performance cash bonus plans and long-term range incentive plans, that in any such case, are listed in Section 6.8(c6.9(c) of the Company Disclosure Schedule. Except as is otherwise required by the existing terms of the written employment, bonus and severance agreements to which the Company is presently a party and listed in Section 6.9(c) 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.

Employee Benefit Arrangements. (a) On and after the Closing, The Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employment agreements, severance agreements, retention bonus agreements and performance cash bonus agreements (including pursuant to long term incentive awards and out-performance plan awards, except as the same shall have been settled in cash or Company Common Stock prior to the Effective Time) extent practicable either maintain and all bonus, retention and severance obligations (including pursuant provide to the Severance Company's employees the employee benefits and Stay Bonus Plan), programs of the Company or any Company Subsidiary, all of which are listed as substantially in Section 6.8(a) effect as of the Company Disclosure Schedule, and as may otherwise be agreed to by the parties thereto, and the Company date hereof or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section 6.8(a) of the Company Disclosure Schedule, any amounts with respect to such agreements and obligations that are payable by their terms on or before the Closing Date, upon consummation of the Merger, or the Effective Time. In addition, and subject to compliance with applicable law, on and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all promissory note and security agreements listed in Section 6.8(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto; provided, however, that Parent shall not, and shall cause the Surviving Corporation to notprovide employee benefits and programs to the Company's employees that, materially modify in the aggregate, are substantially comparable to those of the Parent. The Company shall provide the Parent with such agreementsinformation as the Parent may reasonably request regarding the Company's employee benefits and programs in order to assist Purchaser in complying with its obligations under this Section 6.5(a). Nothing in this Section 6.5(a) shall be construed to prohibit or restrict the Parent or the Surviving Corporation from amending, suspending or terminating any of its employee benefit plans or programs at any time. Nothing in this Section 6.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with the Parent, the Surviving Company or any of their subsidiaries and the employment of each such employee shall be "at will" employment, except to the extent otherwise provided in a written employment agreement. The Parent shall use commercially reasonable efforts to maintain in effect through December 31, 2006 the existing health plans of the Company. (b) For a period of at least one year following the Effective Time, Parent shall cause the Surviving Corporation to provide the employees of the Company and the Company Subsidiaries who remain employed by Parent or the Parent Subsidiaries after the Effective Time (the “Company Employees”) with at least the types and levels of employee benefits (including contribution levels) maintained from time to time by Parent or the Surviving Corporation for similarly-situated employees of Parent or the Surviving Corporation. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of Company Employees with the Company or the Company Subsidiaries (or their predecessor entities) attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for purposes of determining eligibility to participate, vesting and for other appropriate benefits, including, but not limited to, applicability accrual or entitlement to benefits where length 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 service is relevant under any health or similar employee benefit plan of the Parent or the Surviving Corporation ("PARENT PLAN"), the Employees will receive service credit for a pre-existing medical condition, service with the Company and any deductibles of its subsidiaries to the same extent such service credit was granted under the Listed Plans, subject to offsets for previously accrued benefits and to no duplication of benefits (except that no such credit will be applied for benefit accrual or entitlement purposes under defined benefit pension plans). Such employees also will be given credit for any deductible or co-pays payment amounts paid under any in respect of the Company’s or any of plan year in which 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 CorporationEffective Time occurs, to use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such results. (c) After the extent that, following the Effective Time, they participate in any Parent shall Plan for which deductibles or co-payments are required. The Parent agrees that it also will cause each Parent Plan to waive (i) any pre-existing condition restriction which was waived under the Surviving Corporation to honor all obligations which accrued 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 Employee had satisfied any similar waiting period limitation under an analogous plan prior to the Company’s deferred compensation plans, supplemental retirement plans, management compensation plans, performance cash bonus plans and long-term incentive plans, that in any such case, are listed in Section 6.8(c) of the Company Disclosure ScheduleEffective Time.