Common use of Employee Benefit Plans and Agreements Clause in Contracts

Employee Benefit Plans and Agreements. Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to assume and honor all Company Plans and Company Employee Agreements entered into by the Company prior to the date hereof and all Company Stock Plans. Parent further agrees that all employees of the Company who remain in the active employment of the Surviving Corporation (the “Continuing Employees”) shall continue in their existing Company Plans following the Effective Time until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to other employee benefit plans and programs maintained by Parent or Surviving Corporation for employees; provided that, in any event, for a period of at least twelve (12) months from the Closing Date, the Continuing Employees shall receive employee benefits at least substantially equivalent in the aggregate to either (i) the employee benefits provided to similarly situated employees of Parent or (ii) the employee benefits provided by the Company immediately prior to the Effective Time; provided, that in either case equity-based compensation shall be granted pursuant to the Parent Stock Plans and in accordance with Parent’s policies and procedures. Such employee benefits shall be provided without any preexisting conditions limitations or exclusions to the extent no such limitations or exclusions applied as of the Closing to the Continuing Employees under the plans of the Company in which such employees participate immediately prior to the Closing Date and with credit for all annual deductibles and co-payments made under Company employee benefit plans for the covered expenses already incurred by the Continuing Employees for the year in which the Closing occurs. Parent and the Surviving Corporation shall provide the Continuing Employees with credit for all service with the Company under all applicable employee benefit plans, programs and policies, including for purposes of eligibility, waiting periods and vesting (but not benefit accruals other than for vacation and severance) to the same extent such service would have been recognized by the Company under comparable plans immediately prior to the Closing Date, except to the extent such treatment would result in duplicative benefits. Subject to the foregoing provisions of this

Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause shall take all necessary action so that, throughout the 12-month period beginning at the Effective Time, the Company, the Surviving Corporation from and after their Subsidiaries maintain for each person who is an employee of the Company or any of its Subsidiaries as of the Effective Time to assume and honor all Company Plans and Company Employee Agreements entered into by the Company prior to the date hereof and all Company Stock Plans. Parent further agrees that all employees (including each such person who is on vacation, temporary layoff, approved leave of the Company who remain in the active employment of the Surviving Corporation absence, sick leave or short- or long-term disability) (the a “Continuing EmployeesRetained Employee”) shall continue in their existing Company Plans following the Effective Time until such time as), in Parent’s sole discretion, an orderly transition can be accomplished to other employee benefit plans and programs maintained by Parent or Surviving Corporation for employees; provided that, in any event, for a period of at least twelve (12) months from the Closing Date, the Continuing Employees shall receive employee benefits at least that are substantially equivalent comparable in the aggregate to either (i) as the employee benefits provided to similarly situated employees of Parent or (ii) the employee benefits provided by Retained Employee under the Company Plans immediately prior to the Effective Time; provided, . Parent shall take all necessary action so that in either case equity-based compensation after the Effective Time each Retained Employee shall continue to be granted pursuant credited with the unused vacation and sick leave credited to such employee through the Parent Stock Plans and in accordance with Parent’s policies and procedures. Such employee benefits shall be provided without any preexisting conditions limitations or exclusions to the extent no such limitations or exclusions applied as of the Closing to the Continuing Employees Effective Time under the plans applicable vacation and sick leave policies of the Company in which and its Subsidiaries, and Parent shall permit or cause the Surviving Corporation and their Subsidiaries to permit such employees participate immediately to use such vacation and sick leave on the same basis as such vacation and sick leave was usable prior to the Closing Date and with credit Effective Time. Parent shall take all necessary action so that, for all annual deductibles and co-payments made purposes under Company each employee benefit plans for the covered expenses already incurred plan maintained by the Continuing Employees for the year Parent or any of its Subsidiaries in which employees or former employees of the Closing occurs. Parent Company and its Subsidiaries become eligible to participate upon or after the Surviving Corporation Effective Time, each such person shall provide the Continuing Employees with be given credit for all service with the Company under and its Subsidiaries (or all applicable employee benefit plans, programs and policies, including service credited by the Company or its Subsidiaries) (for purposes of eligibilityeligibility and vesting, waiting periods and vesting (but not benefit accruals other than for vacation and severanceaccrual) to the same extent such service would have been recognized by the Company under comparable plans immediately prior as if rendered to the Closing DateParent or any of its Subsidiaries, except to the extent such treatment would where credit result in duplicative duplication of benefits. Subject to the foregoing provisions of this.

Employee Benefit Plans and Agreements. Parent agrees that it will cause the Surviving Corporation from and after (a) From the Effective Time to assume and honor all Company Plans and Company Employee Agreements entered into by through December 31, 2001, Parent shall cause the Company prior and its Subsidiaries to continue to maintain the date hereof material benefit plans and all Company Stock Plans. Parent further agrees that all programs provided to employees of the Company who remain in the active employment of the Surviving Corporation (the “Continuing Employees”) shall continue in their existing Company Plans following and its Subsidiaries immediately prior to the Effective Time until (excluding any such time asplans (or any portion of any such plan) providing for equity-related benefits) and subject to the requirements of applicable law; provided, however, that the performance criteria under any such plan or program that provides for performance-based incentive compensation shall be modified or adjusted appropriately to reflect the transactions contemplated by this Agreement and prevent a change in Parent’s sole discretion, an orderly transition can be accomplished to other employee benefit plans and programs maintained by Parent or Surviving Corporation for employees; provided that, in any event, for the incentive compensation opportunities thereunder. For a period of not less than six months following December 31, 2001, Parent shall cause to be provided, to employees of the Company or its Subsidiaries as of the Effective Time (including each such person who is on vacation, temporary layoff, approved leave of absence, sick leave or short or long-term disability) (collectively the "Company Employees"), employee benefits (excluding for this purpose equity-related benefits) that are, in the aggregate, at least twelve (12) months from the Closing Date, the Continuing Employees shall receive employee benefits at least substantially equivalent in the aggregate to either (i) the employee as favorable as those benefits provided to such Company Employees immediately prior to the Effective Time and such Company Employees shall be eligible to participate in equity plans of Parent on a substantially equivalent basis as similarly situated employees of Parent and its affiliates. Nothing herein shall require the Company or its Subsidiaries to make matching or profit-sharing contributions in Company Common Stock under the Company Retirement Plan. For purposes of vesting, eligibility to participate and benefit accrual (iiother than accrual under a defined benefit pension plan) under the employee benefit plans of Parent and its Subsidiaries providing benefits provided by to any Company Employees after the Effective Time (collectively the "New Plans"), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided, provided that in either case equity-based compensation the foregoing shall be granted pursuant to the Parent Stock Plans and in accordance with Parent’s policies and procedures. Such employee benefits shall be provided without any preexisting conditions limitations or exclusions not apply to the extent no such limitations that its application would result in a duplication of benefits or exclusions applied as for newly established plans and programs in which employees of Parent and its Subsidiaries participate and for which prior service of employees of Parent and its Subsidiaries is not taken into account. In addition, without limiting the generality of the Closing foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the Continuing Employees extent coverage under such New Plans replaces coverage under a comparable Company employee benefit plan or compensation arrangement or agreements in which such Company Employee participated immediately before the Effective Time (collectively the "Old Plans") and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions of such New Plans to be waived for such employee and his or her dependents, unless such conditions would not have been waived under the comparable plans of the Company and its Subsidiaries in which such employees employee participated or in which such employee would have been eligible to participate immediately prior to the Closing Date Effective Time and with credit for all annual deductibles and co-payments made under Company employee benefit plans for the covered Parent shall cause any eligible expenses already incurred by such employee and his or her covered dependents during the Continuing Employees for portion of the plan year of the Old Plan ending on the date of such employee's participation in which the Closing occurs. Parent and the Surviving Corporation shall provide the Continuing Employees with credit for all service with the Company corresponding New Plans to be taken into account under all applicable employee benefit plans, programs and policies, including such New Plan for purposes of eligibilitysatisfying all deductible, waiting periods coinsurance and vesting (but not benefit accruals other than maximum out-of- pocket requirements applicable to such employee and his or her covered dependents for vacation and severance) to the same extent applicable plan year as if such service would have amounts had been recognized by the Company under comparable plans immediately prior to the Closing Date, except to the extent paid in accordance with such treatment would result in duplicative benefits. Subject to the foregoing provisions of thisNew Plan.

Employee Benefit Plans and Agreements. Parent agrees that it will shall use commercially reasonable efforts to cause the Surviving Corporation from and after the Effective Time to assume and honor all Company Plans and Company Employee Agreements entered into by the Company prior to the date hereof and all Company Stock Plans. each Parent further agrees that all Plan covering employees of the Company who remain in or its Subsidiaries to recognize prior, continuous service of such employees with the active employment Company and its Subsidiaries as service with Parent and its Subsidiaries (i) for purposes of any waiting period and eligibility requirements (and for purposes of determining the Surviving Corporation (the “Continuing Employees”) shall continue in their existing Company Plans following the Effective Time until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to other employee benefit plans and programs amount of severance payable under any severance plan or arrangement maintained by Parent or Surviving Corporation for employees; provided that, its Subsidiaries) under any Parent Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA) (to the extent permitted under the terms of the insurance policy of any event, for a period of at least twelve (12insured benefit plans) months from the Closing Date, the Continuing Employees shall receive employee benefits at least substantially equivalent in the aggregate to either (i) the employee benefits provided to similarly situated employees of Parent or and (ii) for purposes of eligibility (including eligibility for early retirement benefits) and vesting (but not benefit accrual) under any Parent Plan that is a “pension plan” (as defined in Section 3(2) of ERISA), to the employee benefits provided extent such service was recognized for such purposes under the applicable Company Plan. In addition, subject to approval by Parent’s benefit plan administrative committee, for each Parent Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA that Parent makes available to such employees in lieu of a similar Company Plan), Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by employees of the Company or its Subsidiaries and covered dependents of such employees during the portion of the plan year of the applicable Company Plan in which such employees participated immediately before the Effective time, ending on the date such employees’ participation in the corresponding Parent Plan begins, to be taken into account under such Parent Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employees and their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Parent Plan (to the extent permitted under the terms of the insurance policy of any insured benefit plans). Prior to the Effective Time (but not earlier than five (5) Business Days prior to the Effective Time), the Company shall (unless otherwise instructed by the Company Buyer prior to the taking of such actions) take all such actions as are necessary, including without limitation, adoption of board resolutions or consents dated no later than the day immediately prior to the Effective Time; provided, that in either case equity-based compensation shall be granted pursuant to terminate the Parent Stock Plans and in accordance with ParentCompany’s policies and procedures. Such employee benefits shall be provided without any preexisting conditions limitations or exclusions to 401(k) Plan, effective no later than the extent no such limitations or exclusions applied as of the Closing to the Continuing Employees under the plans of the Company in which such employees participate day immediately prior to the Closing Date and with credit Effective Time. Nothing contained herein, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Parent’s, the Company’s or any of their Subsidiaries’ ability to amend, modify or terminate any benefit plan, program, agreement or arrangement, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for all annual deductibles and coany period of time by reason of this Agreement, or any right to a particular term or condition of employment or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-payments made under Company employee benefit plans for the covered expenses already incurred by the Continuing Employees for the year in which the Closing occurs. Parent and the Surviving Corporation shall provide the Continuing Employees with credit for all service with the Company under all applicable employee benefit plans, programs and policies, including for purposes party beneficiary of eligibility, waiting periods and vesting (but not benefit accruals other than for vacation and severance) to the same extent such service would have been recognized by the Company under comparable plans immediately prior to the Closing Date, except to the extent such treatment would result in duplicative benefits. Subject to the foregoing provisions of thisthis Agreement.

Employee Benefit Plans and Agreements. Parent agrees that it will cause the Surviving Corporation from and after (a) From the Effective Time to assume and honor all Company Plans and Company Employee Agreements entered into by through December 31, 2001, Parent shall cause the Company prior and its Subsidiaries to continue to maintain the date hereof material benefit plans and all Company Stock Plans. Parent further agrees that all programs provided to employees of the Company who remain in the active employment of the Surviving Corporation (the “Continuing Employees”) shall continue in their existing Company Plans following and its Subsidiaries immediately prior to the Effective Time until (excluding any such time asplans (or any portion of any such plan) providing for equity-related benefits) and subject to the requirements of applicable law; provided, however, that the performance criteria under any such plan or program that provides for performance-based incentive compensation shall be modified or adjusted appropriately to reflect the transactions contemplated by this Agreement and prevent a change in Parent’s sole discretion, an orderly transition can be accomplished to other employee benefit plans and programs maintained by Parent or Surviving Corporation for employees; provided that, in any event, for the incentive compensation opportunities thereunder. For a period of not less than six months following December 31, 2001, Parent shall cause to be provided, to employees of the Company or its Subsidiaries as of the Effective Time (including each such person who is on vacation, temporary layoff, approved leave of absence, sick leave or short or long-term disability) (collectively the "Company Employees"), employee benefits (excluding for this purpose equity-related benefits) that are, in the aggregate, at least twelve (12) months from the Closing Date, the Continuing Employees shall receive employee benefits at least substantially equivalent in the aggregate to either (i) the employee as favorable as those benefits provided to such Company Employees immediately prior to the Effective Time and such Company Employees shall be eligible to participate in equity plans of Parent on a substantially equivalent basis as similarly situated employees of Parent and its affiliates. Nothing herein shall require the Company or its Subsidiaries to make matching or profit-sharing contributions in Company Common Stock under the Company Retirement Plan. For purposes of vesting, eligibility to participate and benefit accrual (iiother than accrual under a defined benefit pension plan) under the employee benefit plans of Parent and its Subsidiaries providing benefits provided by to any Company Employees after the Effective Time (collectively the "New Plans"), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided, provided that in either case equity-based compensation the foregoing shall be granted pursuant to the Parent Stock Plans and in accordance with Parent’s policies and procedures. Such employee benefits shall be provided without any preexisting conditions limitations or exclusions not apply to the extent no such limitations that its application would result in a duplication of benefits or exclusions applied as for newly established plans and programs in which employees of Parent and its Subsidiaries participate and for which prior service of employees of Parent and its Subsidiaries is not taken into account. In addition, without limiting the generality of the Closing foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the Continuing Employees extent coverage under such New Plans replaces coverage under a comparable Company employee benefit plan or compensation arrangement or agreements in which such Company Employee participated immediately before the Effective Time (collectively the "Old Plans") and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions of such New Plans to be waived for such employee and his or her dependents, unless such conditions would not have been waived under the comparable plans of the Company and its Subsidiaries in which such employees employee participated or in which such employee would have been eligible to participate immediately prior to the Closing Date Effective Time and with credit for all annual deductibles and co-payments made under Company employee benefit plans for the covered Parent shall cause any eligible expenses already incurred by such employee and his or her covered dependents during the Continuing Employees for portion of the plan year of the Old Plan ending on the date of such employee's participation in which the Closing occurs. Parent and the Surviving Corporation shall provide the Continuing Employees with credit for all service with the Company corresponding New Plans to be taken into account under all applicable employee benefit plans, programs and policies, including such New Plan for purposes of eligibilitysatisfying all deductible, waiting periods coinsurance and vesting (but not benefit accruals other than maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for vacation and severance) to the same extent applicable plan year as if such service would have amounts had been recognized by the Company under comparable plans immediately prior to the Closing Date, except to the extent paid in accordance with such treatment would result in duplicative benefits. Subject to the foregoing provisions of thisNew Plan.

Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause shall take all necessary action so that, throughout the 12-month period beginning at the Effective Time, the Company, the Surviving Corporation from and after their Subsidiaries maintain for each person who is an employee of the Company or any of its Subsidiaries as of the Effective Time to assume and honor all Company Plans and Company Employee Agreements entered into by the Company prior to the date hereof and all Company Stock Plans. Parent further agrees that all employees (including each such person who is on vacation, temporary layoff, approved leave of the Company who remain absence, sick leave or short- or long-term disability) (a “Retained Employee”), employee benefits substantially comparable in the active employment of the Surviving Corporation (the “Continuing Employees”) shall continue in their existing Company Plans following the Effective Time until such time asaggregate, in at Parent’s sole discretionelection, an orderly transition can be accomplished to other employee benefit plans and programs maintained by Parent or Surviving Corporation for employees; provided that, in any event, for a period of at least twelve (12) months from the Closing Date, the Continuing Employees shall receive employee benefits at least substantially equivalent in the aggregate to either (i) the employee benefits provided to the Retained Employee under the Company Plans immediately prior to the Effective Time or (ii) the benefits provided by Parent under the plans and programs generally made available to similarly situated employees of Parent or (ii) and its Subsidiaries. Parent shall take all necessary action so that after the Effective Time each Retained Employee shall continue to be credited with the unused vacation and sick leave credited to such employee benefits provided by through the Effective Time under the applicable vacation and sick leave policies of the Company immediately and its Subsidiaries, and Parent shall permit or cause the Surviving Corporation and their Subsidiaries to permit such employees to use such vacation and sick leave on substantially the same basis as such vacation and sick leave was usable prior to the Effective Time; provided. Parent shall take all necessary action so that, that for all purposes (other than benefit accrual and eligibility for early retirement under any defined benefit plan) under each employee benefit plan maintained by Parent or any of its Subsidiaries in either case equity-based compensation shall be granted pursuant to the Parent Stock Plans and in accordance with Parent’s policies and procedures. Such employee benefits shall be provided without any preexisting conditions limitations which employees or exclusions to the extent no such limitations or exclusions applied as of the Closing to the Continuing Employees under the plans former employees of the Company in which and its Subsidiaries become eligible to participate upon or after the Effective Time, each such employees participate immediately prior to the Closing Date and with credit for all annual deductibles and co-payments made under Company employee benefit plans for the covered expenses already incurred by the Continuing Employees for the year in which the Closing occurs. Parent and the Surviving Corporation person shall provide the Continuing Employees with 41 be given credit for all service with the Company under and its Subsidiaries (or all applicable employee benefit plans, programs and policies, including for purposes of eligibility, waiting periods and vesting (but not benefit accruals other than for vacation and severanceservice credited by the Company or its Subsidiaries) to the same extent such service would have been recognized by the Company under comparable plans immediately prior as if rendered to the Closing Date, except to the extent such treatment would result in duplicative benefits. Subject to the foregoing provisions Parent or any of thisits Subsidiaries.