Common use of Employee Benefit Arrangements Clause in Contracts

Employee Benefit Arrangements. The Buyer agrees that the individuals who are employed by the Company or any of its subsidiaries as of the Closing Date (the “Company Employees”) shall, for so long as they continue to be full-time employees of the Company or any of its subsidiaries, be eligible to receive employee benefits that are substantially comparable to those benefits provided to the Company Employees under the Employee Benefit Plans in effect immediately prior to the Closing Date. The Buyer will ensure that any employee benefit plans or programs it adopts with respect to the Company Employees treat employment with the Company or any of its subsidiaries prior to the Closing Date the same as employment with the Buyer, the Company or any of its subsidiaries from and after the Closing Date for purposes of eligibility and vesting (including, without limitation, the satisfaction of any waiting periods under any welfare benefit plans maintained by the Buyer (the “Buyer Welfare Plans”)) and, for purposes of any vacation plan or policy it adopts with respect to the Company Employees, benefit accrual. No pre-existing condition limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under the Buyer Welfare Plans shall apply to Company Employees to the extent that such limitations, exclusions or waiting periods exceed those in effect under the welfare benefit plans maintained by the Company or any of its subsidiaries as of the Closing Date. The Buyer Welfare Plans in which a Company Employee participates after the Closing Date shall recognize, for purposes of satisfying any deductible, co-pays and out-of-pocket maximums during 2006, any payment made by such Company Employee in 2006 prior to the Closing Date toward deductibles, co-pays and out-of-pocket maximums in any welfare plan of the Company or any of its subsidiaries. Notwithstanding the foregoing, from and after the Closing Date, the Buyer, the Company and the Company’s subsidiaries will have sole discretion over employment decisions with respect to Company Employees, will not be obligated to continue the employment of any Company Employee and will have the right to amend, modify or terminate any and all employee benefit plans, programs or arrangements in which a Company Employee participates.

Employee Benefit Arrangements. The Buyer agrees Parent and Purchaser have agreed that the individuals who are employed by the Company or any of its subsidiaries as each employee of the Closing Date (the “Company Employees”) shallCompany, for so long as they continue to be full-time employees of the Company or any of its subsidiaries, be eligible to receive employee benefits that are substantially comparable to those benefits provided to the Company Employees under the Employee Benefit Plans in effect immediately prior to the Closing DateEffective Time will become an employee of the surviving corporation as of the Effective Time ("Company Employees"). The Buyer Purchaser will ensure provide to Company Employees for a period of one year after the Effective Time compensation, employee welfare benefits, tax-qualified retirement benefits and other employee and fringe benefits that are, in the aggregate, of at least equal value to those in effect for such Company Employees at the date of the Merger Agreement. Purchaser will waive any employee pre-existing condition clause or waiting period requirement in welfare benefit plans or programs it adopts with respect (except to the extent such condition or waiting period in comparable plans of the Company would apply to a participant or beneficiary after the closing of the Merger if such plans continued after the closing of the Merger) and give credit for deductible amounts and co-payments paid by Company Employees treat employment with during the deductible year in which the Merger Agreement was executed. Purchaser will grant each Company or any of Employee credit under its subsidiaries prior to the Closing Date the same as employment with the Buyertax-qualified retirement plans, the Company or any of its subsidiaries from and after the Closing Date for purposes of eligibility and vesting (including, without limitation, the satisfaction of any waiting periods under any welfare benefit plans maintained by the Buyer (the “Buyer Welfare Plans”)) and, but not for purposes of any vacation plan or policy it adopts benefit accrual), for Company Employee's service with respect to the Company Employees, benefit accrual. No pre-existing condition limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under the Buyer Welfare Plans shall apply to Company Employees to the extent that such limitations, exclusions or waiting periods exceed those in effect under the welfare benefit plans maintained by the Company or any of its subsidiaries as of the Closing Date. The Buyer Welfare Plans in which a Company Employee participates after the Closing Date shall recognize, for purposes of satisfying any deductible, co-pays and out-of-pocket maximums during 2006, any payment made by such Company Employee in 2006 affiliates prior to the Closing Date toward deductiblesEffective Time. Notwithstanding anything in the Merger Agreement to the contrary, co-pays Parent will cause the surviving corporation to honor and out-of-pocket maximums assume the written employment agreements, severance agreements, indemnification agreements with then existing directors and officers of the Company, incentive arrangements and other agreements disclosed to Parent, all as in effect on the date of the Merger Agreement. The provisions described in this paragraph are not intended to create any welfare plan enforceable rights by current or former employees, officers and directors of the Company and their respective heirs and legal representatives. Conditions to the Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of Parent, Purchaser and the Company to consummate the Merger are subject to the satisfaction or waiver, where permissible, on or prior to the Effective Time of the following conditions: (a) Purchaser shall have made, or caused to be made, the Offer and shall have accepted for payment and paid for Shares in an amount necessary to satisfy the Minimum Tender Condition and otherwise pursuant to the Offer; (b) the Merger and the Merger Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by the DGCL; and (c) no statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered or enforced, and no other action shall have been taken, by any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity") that in any of the foregoing cases has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger (provided that each party to the Merger Agreement has agreed to use its subsidiaries. Notwithstanding reasonable best efforts to have vacated or reversed, in accordance with the foregoingMerger Agreement, from and after the Closing Dateany applicable judgment, the Buyerwrit, the Company and the Company’s subsidiaries will have sole discretion over employment decisions with respect to Company Employeesdecree, will not be obligated to continue the employment of any Company Employee and will have the right to amend, modify order or terminate any and all employee benefit plans, programs or arrangements in which a Company Employee participatesinjunction).

Employee Benefit Arrangements. The Buyer (a) On and after the Closing, Parent shall, and shall cause the Surviving Entity to, honor in accordance with their terms all employment agreements, severance agreements, the Company’s Senior Management Incentive Compensation Plan, the Company’s Severance and Stay Bonus Plan, the Company’s 2003 and 2005 Investment Performance Bonus Plans, and the Company’s deferred compensation plans, all of which are listed in Section 6.9(a) of the Company Disclosure Schedule, and the Company or Parent shall pay on the Closing Date to the applicable officers, employees and trustees listed in said Section 6.9(a) of the Company Disclosure Schedule, any amounts with respect to such agreements and obligations that are payable by their terms on the Closing Date, upon consummation of the Merger, or the Effective Time. Parent acknowledges and agrees that the individuals Merger constitutes a “Change in Control” for purposes of the plans and agreements listed in Section 6.9(a) of the Company Disclosure Schedule. Each of the first four officers who are is a covered by a senior executive severance agreement listed in Section 6.9(a) of the Company Disclosure Schedule, immediately upon consummation of the Merger, shall be paid his or her severance benefits in accordance with the terms of the special executive severance agreement as if there was a “Terminating Event” as defined in the senior executive severance agreement, regardless of whether such termination of employment has occurred or subsequently occurs, subject to the execution of a written acknowledgement by each such officer that such payment is in full satisfaction of the Company’s and its successors’ and affiliates’ obligations under the senior executive severance agreement and the execution of a written release of claims by the officer as required by Section 4 of the senior executive severance agreement. (b) For the one-year period immediately following the Effective Time, Parent shall cause the Surviving Entity to provide the employees of the Company and the Company Subsidiaries who remain employed by the Company Parent or any of its subsidiaries as of the Closing Date Parent Subsidiaries after the Effective Time (the “Company Employees”) with employee benefits (other than equity-based compensation) comparable to those in place immediately before the Effective Time. (c) After the Effective Time, Parent shall cause the Surviving Entity to honor all obligations which accrued prior to the Effective Time under the Company’s deferred compensation plans that are listed on Section 6.9(c) of the Company Disclosure Schedule. For the one-year period immediately following the Effective Time, Parent shall, for so long and shall cause the Surviving Entity to, honor the terms of the Company’s Severance and Stay Bonus Plan. (d) After the Effective Time, Parent shall cause the Surviving Entity to pay, as they continue and when vested, the incentive performance bonus awards to be full-time the officers and employees of the Company or any of its subsidiaries, be eligible to receive employee benefits that are substantially comparable to those benefits provided to the Company Employees under the Employee Benefit Plans in effect immediately prior to the Closing Date. The Buyer will ensure that any employee benefit plans or programs it adopts with respect to the Company Employees treat employment with the Company or any of its subsidiaries prior to the Closing Date the same as employment with the Buyer, the Company or any of its subsidiaries from and after the Closing Date for purposes of eligibility and vesting (including, without limitation, the satisfaction of any waiting periods under any welfare benefit plans maintained by the Buyer (the “Buyer Welfare Plans”)listed on Section 6.9(d) and, for purposes of any vacation plan or policy it adopts with respect to the Company Employees, benefit accrual. No pre-existing condition limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under the Buyer Welfare Plans shall apply to Company Employees to the extent that such limitations, exclusions or waiting periods exceed those in effect under the welfare benefit plans maintained by the Company or any of its subsidiaries as of the Closing Date. The Buyer Welfare Plans in which a Company Employee participates after the Closing Date shall recognize, for purposes of satisfying any deductible, co-pays and out-of-pocket maximums during 2006, any payment made by such Company Employee in 2006 prior to the Closing Date toward deductibles, co-pays and out-of-pocket maximums in any welfare plan of the Company or any of its subsidiaries. Notwithstanding the foregoing, from and after the Closing Date, the Buyer, the Company and the Company’s subsidiaries will have sole discretion over employment decisions Disclosure Schedule in accordance with respect to Company Employees, will not be obligated to continue the employment of any Company Employee and will have the right to amend, modify or terminate any and all employee benefit plans, programs or arrangements in which a Company Employee participatestheir terms.

Employee Benefit Arrangements. The Buyer agrees (a) Parent and MergerCo shall ensure that the individuals all Persons who are were employed by the Company or any of its subsidiaries as of immediately preceding the Closing Date Date, including those on vacation, leave of absence or disability (the “Company Employees”) shall), for so long as they continue to be full-time employees will remain employed in a comparable position on and immediately after the Closing Date, at not less than the same base rate of the Company or any of its subsidiariespay; provided, be eligible to receive employee benefits that are substantially comparable to those benefits provided however, subject to the requirements of applicable law, nothing in this Agreement shall require the Surviving Corporation to retain any Company Employees under the Employee Benefit Plans in effect immediately prior to for any period of time after the Closing Date. The Buyer Neither Parent nor MergerCo shall, at any time prior to 180 days after the Closing Date, effectuate a “mass layoff” as that term is defined in WARN, or comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company without complying fully with the requirements of WARN or such applicable state law. (b) Each of Parent and MergerCo acknowledges that the consummation of the transactions contemplated by this Agreement will ensure that any employee benefit plans or programs it adopts with respect constitute a change in control of the Company and/or a sale of the Company (to the Company Employees treat employment with extent such concepts are applicable) for purposes of the Benefit Plans and all employment, severance and similar agreements between the Company and any Company Employee. From and after the Closing, as applicable, Parent, MergerCo and the Surviving Corporation will honor in accordance with their terms all cash bonus plans, and employment agreements, consulting agreements and severance agreements or other plans between the Company and any officer, director, employee or consultant of its subsidiaries the Company in effect prior to the Closing Date the same as employment with the Buyerand set forth on Schedule 4.12, and the Company or any of its subsidiaries from and after Parent shall pay on the Closing Date for purposes of eligibility to the applicable officers, directors, employees and vesting (includingconsultants listed in Schedule 7.8(b), without limitation, the satisfaction of any waiting periods under any welfare benefit plans maintained by the Buyer (the “Buyer Welfare Plans”)) and, for purposes of any vacation plan or policy it adopts amounts with respect to any severance obligations or other amounts that are payable in accordance with their terms on the Company EmployeesClosing Date; provided, benefit accrual. No pre-existing condition limitationshowever, exclusions or waiting periods applicable with respect except as set forth in Note 1 on Schedule 4.9(a), Parent, Merger Co and the Surviving Corporation shall not be required to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under the Buyer Welfare Plans shall apply to Company Employees to the extent that maintain such limitations, exclusions or waiting periods exceed those cash bonus plans in effect under the welfare benefit plans maintained by the Company or any of its subsidiaries as of beyond the Closing Date. The Buyer Welfare Plans in which a Company Employee participates after Parent, MergerCo and the Closing Date shall recognizeSurviving Corporation will cause any accrued bonuses earned by any officer, for purposes of satisfying any deductibledirector, co-pays and out-of-pocket maximums during 2006, any payment made by such Company Employee in 2006 prior to the Closing Date toward deductibles, co-pays and out-of-pocket maximums in any welfare plan employee or consultant of the Company under the terms of any Benefit Plan that is a cash bonus plan, incentive plan or any other similar plan to be paid to such officer, director, employee or consultant in accordance with the terms of its subsidiaries. Notwithstanding such plan. (c) For a period of twelve (12) months following the foregoingEffective Time (the “Transition Period”), from Parent shall and shall cause the Surviving Corporation to, continue the participation of employees of the Surviving Corporation who remain employed after the Closing DateEffective Time (the “Surviving Corporation Employees”) in the Benefit Plans (other than stock option plans and bonus and incentive plans) at least on the same terms as those in effect as of the Effective Time. For a period of twelve (12) months following the expiration of the Transition Period, the BuyerSurviving Corporation Employees will be entitled to participate in employee benefit plans of Parent and its Subsidiaries which in the aggregate are substantially equivalent to those provided to similarly-situated employees of Parent and its Subsidiaries, the Company and the Company’s subsidiaries will have sole discretion over employment decisions with respect to Company Employees, will not be obligated to continue the employment of any Company Employee and will have the right to Parent may amend, modify or terminate any and all of the Benefit Plans or merge any of the Benefit Plans with Parent’s employee benefit plansplans as Parent deems appropriate. Parent shall, programs and shall cause the Surviving Corporation to, treat, and cause its applicable benefit plans to treat, the service of Surviving Corporation Employees with the Company attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for all purposes, 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 to the extent such service of a Surviving Corporation Employee is treated as service under a similar Benefit Plan. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Corporation not to, treat any Surviving Corporation Employee or other eligible dependants as a “new” employee or participant for purposes of any exclusions, eligibility, waiting period or required physical examinations under any health or similar plan of Parent or the Surviving Corporation for a pre-existing medical condition or any other purpose, and any deductibles and co-pays paid under any of the Company’s health plans for expenses incurred prior to the Effective Time (or the date of commencement of participation in a Plan of Parent or the Surviving Corporation) 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. Nothing in which a Company Employee participatesthis Section 7.8 shall prohibit Parent, MergerCo or the Surviving Corporation from amending, modifying or terminating any employee benefit plan pursuant to, and in accordance with, any reserved right, express or implied to do so, provided that Parent first complies with its obligations under this Section 7.8.

Employee Benefit Arrangements. (a) The Buyer agrees Company will adopt, or will cause to be adopted, all necessary corporate resolutions to terminate the Company 401(k) Retirement Plan, and any other 401(k) Plan (as defined below) maintained by the Company, effective as of no later than one day prior to Closing (but such termination may be contingent upon the Closing). Immediately prior to such termination, the Company will make all necessary payments to fund the contributions: (i) necessary or required to maintain the tax-qualified status of the 401(k) Plan; (ii) for elective deferrals made pursuant to the 401(k) Plan for the period prior to termination; and (iii) for employer matching contributions (if any) for the period prior to termination. A "401(k) Plan" means a qualified plan under Code Section 401(a) sponsored and maintained by the Company, which includes a qualified cash or deferred arrangement, as defined in Section 401(k) of the Code. The Company shall provide Parent with a copy of resolutions duly adopted by the Company's board of directors terminating the 401(k) Plan. (b) Each of Parent and MergerCo acknowledges that consummation of the individuals who transactions contemplated by this Agreement will constitute a change in control of the Company (to the extent such concept is applicable) for purposes of the Company Plans. From and after the Closing, as applicable, (i) Parent, MergerCo and the Surviving Corporation and their successors and assigns will honor in accordance with their terms all contracts, agreements, arrangements, policies, plans and commitments of the Company any the Subsidiaries as in effect immediately prior to the Effective Time that are employed by applicable to any current or former employees or directors of the Company or any of Subsidiary, including, without limitation, all cash bonus plans, stock option and stock incentive plans, employment agreements, consulting agreements, change-of-control agreements and severance agreements or plans between the Company and its subsidiaries as Subsidiaries and any officer, director or employee of the Company or such Subsidiary in effect prior to the Closing Date Date, and (ii) without limiting the “generality of the foregoing, the Surviving Corporation or Parent shall pay to the applicable officers and employees listed in Schedule 7.8(b) any amounts with respect to such severance obligations that become payable in accordance with their terms. Notwithstanding the foregoing, the Sale and Employee Retention Program will not be assumed by Parent or MergerCo, but will be part of Company Employees”Expenses. (c) From and after the Effective Time, Parent shall, for so long as they continue to be full-time and shall cause the Surviving Corporation to, provide all employees of the Company or any Subsidiary who become employees of Parent, or remain employees of the Surviving Corporation or its subsidiariesSubsidiaries, be eligible to receive with employee benefits benefits, programs and arrangements that are substantially comparable equivalent to those benefits provided to similarly situated employees of Parent and its other Subsidiaries. Notwithstanding the foregoing, employees of the Company Employees or any Subsidiary shall receive full credit for purposes of eligibility to participate, vesting, and current level of benefit accruals (but not for past benefit accruals) under any employee benefit plan, program or arrangement established or maintained by Parent or its successors and assigns after the Employee Benefit Plans in effect immediately Effective Time for service accrued or deemed accrued prior to the Closing Date. The Buyer will ensure that any employee benefit plans or programs it adopts with respect to the Company Employees treat employment Effective Time with the Company or any Subsidiary; provided, however, that such crediting of its subsidiaries prior service shall not operate to duplicate any benefit or the Closing Date the same as employment with the Buyer, the Company or any of its subsidiaries from and after the Closing Date for purposes of eligibility and vesting (including, without limitation, the satisfaction funding of any waiting periods under such benefit. In addition, Parent shall waive, or cause to be waived, any welfare benefit plans maintained by the Buyer (the “Buyer Welfare Plans”)) andlimitations on benefits relating to any pre-existing conditions, for purposes of any vacation plan or policy it adopts with respect to the Company Employees, benefit accrual. No pre-existing condition limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under the Buyer Welfare Plans shall apply to Company Employees to the extent that such limitations, exclusions or waiting periods exceed those in effect under the welfare benefit plans maintained by the Company or any of its subsidiaries as of the Closing Date. The Buyer Welfare Plans in which a Company Employee participates after the Closing Date shall recognize, for purposes of satisfying any deductible, co-pays annual deductible and out-of-pocket maximums during 2006limits under its medical and dental plans, any payment made by such Company Employee in 2006 prior to the Closing Date toward deductibles, co-pays deductible and out-of-pocket maximums in any welfare plan expenses paid by employees of the Company and its Subsidiaries in the calendar year in which the Effective Time occurs. (d) For a period of ninety (90) days following the Closing, Parent will not take any action or any series of its subsidiaries. Notwithstanding the foregoing, from and after the Closing Date, the Buyer, the Company and the Company’s subsidiaries will have sole discretion over employment decisions actions with respect to any employees of the Surviving Corporation that constitute (i) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C.ss.ss.2101 et seq. (the "WARN Act") (or any similar state, local or foreign law) or (ii) a "mass layoff" as defined in the WARN Act (or any similar state, local or foreign law). (e) After the Closing, Parent shall cause the Surviving Corporation to honor all obligations that accrued prior to the Effective Time, and determinations or commitments that were made prior to the Effective Time by the Company Employeesor the Company's compensation committee with regard to the Company Bonus Plan, will not be obligated Hospital and Specialist Account Executive Compensation Plan, Sales Compensation Plan - Executive Account Manager, PC Incentive Bonus Plan, VP of Managed Care National Accounts Bonus Plan, Regional Sales Director Commission Document and the Account Executive Commission Program and to continue such Company Plans for the remainder of the fiscal year ending December 31, 2005. A copy of each of the above named Company Plans is attached hereto as Schedule 6.1(f). Except as is otherwise required by the existing terms of the written employment and severance agreements that are listed in Schedule 7.8(b), 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. (f) All amounts required to be paid under this Section 7.8 shall be subject to applicable employment taxes, income and any Company Employee and will have the right to amend, modify or terminate any and all employee benefit plans, programs or arrangements in which a Company Employee participatesother applicable tax withholdings.

Employee Benefit Arrangements. The Buyer (a) Parent agrees that the individuals Company shall honor, and from and after the Effective Time, the Surviving Corporation shall honor, in accordance with their respective terms as in effect on the date hereof, the employment, severance, and bonus agreements and arrangements to which the Company is a party (as set forth in Section 2.13 of the Company Disclosure Schedule). As of the Effective Time, Parent or the Surviving Corporation shall offer employment with the Parent or the Surviving Corporation to the employees, including those on vacation, leave of absence, disability or layoff, who are were employed by the Company or any of its subsidiaries on the day immediately preceding the Effective Time on the same terms (including salary, fringe benefits, job responsibility and location) as of those provided to the Closing Date (the “Company Employees”) shall, for so long as they continue to be full-time employees of the Company on the day immediately preceding the Effective Time. (b) For a period of two years following the Effective Time, Parent or any the Surviving Corporation shall, during the term of its subsidiariestheir employment, be eligible provide to receive the employees that accept such employment with employee benefits benefit plans, agreements, programs, policies and arrangements that are substantially comparable to those benefits provided to no less favorable, in the aggregate, than the Company Employees under the Employee Benefit Plans in effect immediately prior to the Closing DateEffective Time. The Buyer will ensure that any Those employees of the Company who accept such offer of employment with Parent or the Surviving Corporation shall be referred to herein as "TRANSFERRED EMPLOYEES". (c) Parent shall recognize each Transferred Employee's service with the Company as of the Effective Time as service with Parent for all purposes, including eligibility, vesting and benefit levels, as applicable in Parent's "employee pension benefit" plans (as defined in Section 3(2) of ERISA), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), vacation, disability, severance, fringe benefits and other employee benefit plans or programs it adopts with respect to the Company Employees treat employment with the Company or any of its subsidiaries prior to the Closing Date the same as employment with the Buyerpolicies ("PARENT PLANS"), the Company or any of its subsidiaries from and after the Closing Date for purposes of eligibility and vesting (including, without limitation, the satisfaction of any waiting periods under any welfare benefit plans maintained by the Buyer (the “Buyer Welfare Plans”)) and, for purposes of any vacation plan or policy it adopts with respect to the Company Employees, benefit accrual. No pre-existing condition limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under the Buyer Welfare Plans shall apply to Company Employees but only to the extent that such limitations, exclusions or waiting periods exceed those in effect under the welfare benefit plans maintained service was recognized by the Company or any of its subsidiaries as of under the Closing Date. The Buyer Welfare Plans in which a applicable Company Employee participates after the Closing Date shall recognize, for purposes of satisfying any deductible, co-pays and out-of-pocket maximums during 2006, any payment made by such Company Employee in 2006 prior to the Closing Date toward deductibles, co-pays and out-of-pocket maximums in any welfare plan of the Company or any of its subsidiaries. Notwithstanding the foregoing, from and after the Closing Date, the Buyer, the Company and the Company’s subsidiaries will have sole discretion over employment decisions with respect to Company Employees, will not be obligated to continue the employment of any Company Employee and will have the right to amend, modify or terminate any and all employee pension benefit plans, programs or arrangements in which a Company Employee participates.employee welfare benefit plans, vacation, disability, severance, fringe benefit and other employee benefit plans or