Common use of Employee Benefit Plans; Existing Agreements Clause in Contracts

Employee Benefit Plans; Existing Agreements. (a) During the one-year period following the Effective Time (the “Transition Period”), VeraSun shall cause the Surviving Corporation to either maintain the benefit programs (other than equity-based arrangements) provided by US BioEnergy and its Subsidiaries before the Effective Time or replace all or any such programs with programs maintained for similarly situated employees of VeraSun; provided that the aggregate level of benefits (other than equity-based arrangements) provided during the Transition Period shall be no less favorable than the aggregate level of benefits (other than equity-based arrangements) provided by US BioEnergy and its Subsidiaries before the Effective Time. To the extent that any plan of VeraSun or any of its Affiliates (a “VeraSun Plan”) becomes applicable to any employee or former employee of US BioEnergy or its Subsidiaries, VeraSun shall grant, or cause to be granted, to such employees or former employees credit for their service with US BioEnergy and its Subsidiaries (and any of their predecessors) for the purpose of determining eligibility to participate and nonforfeitability of benefits under such VeraSun Plan and for purposes of benefit accrual under vacation and severance pay plans (but only to the extent such service was credited under similar plans of US BioEnergy and its Subsidiaries and would not result in a duplication of benefits). (b) With respect to any welfare benefit plan of VeraSun or its Affiliates made available to individuals who immediately prior to the Closing Date were employees of US BioEnergy or any of its Subsidiaries, VeraSun shall, or shall cause the Surviving Corporation to, waive any waiting periods, pre-existing condition exclusions and actively-at-work requirements to the extent such provisions were inapplicable immediately before such plan was made available and provide that any expenses incurred on or before the date such plan was made available by any such individual or such individual’s covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions.

Employee Benefit Plans; Existing Agreements. (a) During On a date that shall be no later than the one-year period following first anniversary of the Effective Time (the “Transition Period”"Benefits Date"), VeraSun Razorfish shall cause the Surviving Corporation to either maintain the benefit programs (other than equity-based arrangements) provided by US BioEnergy and its Subsidiaries before the Effective Time or replace all or any such programs with programs maintained for similarly situated employees of VeraSun; provided that the aggregate level of benefits (other than equity-based arrangements) provided during the Transition Period shall be no less favorable than the aggregate level of benefits (other than equity-based arrangements) provided by US BioEnergy and its Subsidiaries before the Effective Time. To the extent that any plan of VeraSun or any of its Affiliates (a “VeraSun Plan”) becomes applicable to any employee or former employee of US BioEnergy or its Subsidiaries, VeraSun shall grantprovide, or cause to be grantedprovided, employee benefit plans, programs and arrangements to such employees or former of i-Cube that are no less favorable in the aggregate than those made generally available to non- represented employees credit for their service with US BioEnergy and its Subsidiaries (and any of their predecessors) for Razorfish who are hired by Razorfish after December 31, 1998. From the purpose of determining eligibility to participate and nonforfeitability of benefits under such VeraSun Plan and for purposes of benefit accrual under vacation and severance pay plans (but only Effective Time to the Benefits Date (which the parties acknowledge may occur on different dates with respect to different plans, programs or arrangements of i-Cube) (the "Continuation Period"), Razorfish shall provide, or cause to be provided, the employee benefit plans, programs and arrangements of i-Cube provided to employees of i-Cube as of the date hereof; provided that during the Continuation Period, employees of i-Cube shall be eligible for grants of stock options under Razorfish's stock option plans to the same extent such service was credited under similar plans as similarly situated employees of US BioEnergy and its Subsidiaries and would not result in a duplication of benefits)Razorfish. (b) With respect to any welfare each benefit plan plan, program practice, policy or arrangement maintained by Razorfish in which employees of VeraSun i-Cube subsequently participate (the "Razorfish Plans"), for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with i-Cube (or its Affiliates made available to individuals who immediately prior predecessor employers to the Closing Date were employees extent i-Cube provides past service credit) shall be treated as service with Razorfish; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of US BioEnergy or any benefits. Such service also shall apply for purposes of its Subsidiaries, VeraSun shall, or shall cause the Surviving Corporation to, waive satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition exclusions and activelylimitations. Each Razorfish Plan shall waive pre-at-work requirements existing condition limitations to the same extent such provisions were inapplicable immediately before such plan was made available and provide that any expenses incurred on or before waived under the date such plan was made available by any such individual or such individual’s covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum outi-of-pocket provisionsCube Benefit Plan.

Employee Benefit Plans; Existing Agreements. (a) During On a date that shall be no later than the one-year period following first anniversary of the Effective Time (the “Transition Period”"Benefits Date"), VeraSun Razorfish shall cause the Surviving Corporation to either maintain the benefit programs (other than equity-based arrangements) provided by US BioEnergy and its Subsidiaries before the Effective Time or replace all or any such programs with programs maintained for similarly situated employees of VeraSun; provided that the aggregate level of benefits (other than equity-based arrangements) provided during the Transition Period shall be no less favorable than the aggregate level of benefits (other than equity-based arrangements) provided by US BioEnergy and its Subsidiaries before the Effective Time. To the extent that any plan of VeraSun or any of its Affiliates (a “VeraSun Plan”) becomes applicable to any employee or former employee of US BioEnergy or its Subsidiaries, VeraSun shall grantprovide, or cause to be grantedprovided, employee benefit plans, programs and arrangements to such employees or former of i-Cube that are no less favorable in the aggregate than those made generally available to non-represented employees credit for their service with US BioEnergy and its Subsidiaries (and any of their predecessors) for Razorfish who are hired by Razorfish after December 31, 1998. From the purpose of determining eligibility to participate and nonforfeitability of benefits under such VeraSun Plan and for purposes of benefit accrual under vacation and severance pay plans (but only Effective Time to the Benefits Date (which the parties acknowledge may occur on different dates with respect to different plans, programs or arrangements of i-Cube) (the "Continuation Period"), Razorfish shall provide, or cause to be provided, the employee benefit plans, programs and arrangements of i-Cube provided to employees of i-Cube as of the date hereof; provided that during the Continuation Period, employees of i-Cube shall be eligible for grants of stock options under Razorfish's stock option plans to the same extent such service was credited under similar plans as similarly situated employees of US BioEnergy and its Subsidiaries and would not result in a duplication of benefits)Razorfish. (b) With respect to any welfare each benefit plan plan, program practice, policy or arrangement maintained by Razorfish in which employees of VeraSun i-Cube subsequently participate (the "Razorfish Plans"), for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with i-Cube (or its Affiliates made available to individuals who immediately prior predecessor employers to the Closing Date were employees extent i-Cube provides past service credit) shall be treated as service with Razorfish; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of US BioEnergy or any benefits. Such service also shall apply for purposes of its Subsidiaries, VeraSun shall, or shall cause the Surviving Corporation to, waive satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition exclusions and activelylimitations. Each Razorfish Plan shall waive pre-at-work requirements existing condition limitations to the same extent such provisions were inapplicable immediately before such plan was made available and provide that any expenses incurred on or before waived under the date such plan was made available by any such individual or such individual’s covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum outi-of-pocket provisionsCube Benefit Plan.

Employee Benefit Plans; Existing Agreements. (a) During Subject to Section 5.07(c), during the onesix-year month period following the Effective Time (the “"Transition Period”"), VeraSun WorldCom shall cause the Surviving Corporation to either maintain the benefit programs (other than equity-based arrangements) provided by US BioEnergy SkyTel and its Subsidiaries before the Effective Time or replace all or any such programs with programs maintained for similarly situated employees of VeraSun; WorldCom, provided that the -------- aggregate level of benefits (other than equity-based arrangements) provided during the Transition Period shall be no less favorable than substantially similar to the aggregate level of benefits (other than equity-based arrangements) provided by US BioEnergy SkyTel and its Subsidiaries before the Effective Time. For a period of no less than 18 months after the Transition Period, the Surviving Corporation shall provide, or cause to be provided, benefits to employees of SkyTel and its Subsidiaries that are no less favorable in the aggregate than the aggregate benefits provided to similarly situated employees of WorldCom. To the extent that any plan of VeraSun WorldCom or any of its Affiliates (a “VeraSun "WorldCom Plan”") becomes applicable to any employee or former employee of US BioEnergy SkyTel or its Subsidiaries, VeraSun WorldCom shall grant, or cause to be granted, to such employees or former employees credit for their service with US BioEnergy SkyTel and its Subsidiaries (and any of their predecessors) for the purpose of determining eligibility to participate and nonforfeitability of benefits under such VeraSun WorldCom Plan and for purposes of benefit accrual under vacation and severance pay plans (but only to the extent such service was credited under similar plans of US BioEnergy SkyTel and its Subsidiaries and would not result in a duplication of benefitsSubsidiaries). (b) With respect to any welfare benefit plan of VeraSun WorldCom or its Affiliates made available to individuals who immediately prior to the Closing Date were employees of US BioEnergy SkyTel or any of its Subsidiaries, VeraSun WorldCom shall, or shall cause the Surviving Corporation to, waive any waiting periods, pre-pre- existing condition exclusions and actively-at-work requirements to the extent such provisions were inapplicable immediately before such plan was made available and provide that any expenses incurred on or before the date such plan was made available by any such individual or such individual’s 's covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. (c) SkyTel shall take such actions as are necessary to prohibit any additional offerings of XxxXxx Stock Options under the 1993 Employee Stock Purchase Plan after the Effective Time. (d) Section 5.07(d) of SkyTel Disclosure Schedule sets forth specific agreements of the parties with respect to employee matters and is incorporated herein by reference.

Employee Benefit Plans; Existing Agreements. (a) During the onesix-year month period following the Effective Time (the “"Transition Period”"), VeraSun CBI shall cause the Surviving Corporation to either maintain the benefit programs (other than equity-based arrangements) provided by US BioEnergy IXC and its Subsidiaries before the Effective Time or replace all or any such programs with programs maintained for similarly situated employees of VeraSunCBI; provided that the aggregate level of benefits (other than equity-based arrangements) provided during the Transition Period shall be no less favorable than substantially similar to the aggregate level of benefits (other than equity-based arrangements) provided by US BioEnergy IXC and its Subsidiaries before the Effective Time. To the extent that any plan of VeraSun CBI or any of its Affiliates (a “VeraSun "CBI Plan”") becomes applicable to any employee or former employee of US BioEnergy IXC or its Subsidiaries, VeraSun CBI shall grant, or cause to be granted, to such employees or former employees credit for their service with US BioEnergy IXC and its Subsidiaries (and any of their predecessors) for the purpose of determining eligibility to participate and nonforfeitability of benefits under such VeraSun CBI Plan and for purposes of benefit accrual under vacation and severance pay plans (but only to the extent such service was credited under similar plans of US BioEnergy IXC and its Subsidiaries and would not result in a duplication of benefitsSubsidiaries). (b) With respect to any welfare benefit plan of VeraSun CBI or its Affiliates made available to individuals who immediately prior to the Closing Date were employees of US BioEnergy IXC or any of its Subsidiaries, VeraSun CBI shall, or shall cause the Surviving Corporation to, waive any waiting periods, pre-existing condition exclusions and actively-at-work requirements to the extent such provisions were inapplicable immediately before such plan was made available and provide that any expenses incurred on or before the date such plan was made available by any such individual or such individual’s 's covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions.

Employee Benefit Plans; Existing Agreements. (a) During the onesix-year month period following the Effective Time (the “"Transition Period”"), VeraSun CBI shall cause the Surviving Corporation to either maintain the benefit programs (other than equity-based arrangements) provided by US BioEnergy IXC and its Subsidiaries before the Effective Time or replace all or any such programs with programs maintained for similarly situated employees of VeraSunCBI; provided that the aggregate level of benefits (other than equity-based arrangements) provided during the Transition Period shall be no less favorable than substantially similar to the aggregate level of benefits (other than equity-based arrangements) provided by US BioEnergy IXC and its Subsidiaries before the Effective Time. To the extent that any plan of VeraSun CBI or any of its Affiliates (a “VeraSun "CBI Plan”") becomes applicable to any employee or former employee of US BioEnergy IXC or its Subsidiaries, VeraSun CBI shall grant, or cause to be granted, to such employees or former employees credit for their service with US BioEnergy IXC and its Subsidiaries (and any of their predecessors) for the purpose of determining eligibility to participate and nonforfeitability of benefits under such VeraSun CBI Plan and for purposes of benefit accrual under vacation and severance pay plans (but only to the extent such service was credited under similar plans of US BioEnergy IXC and its Subsidiaries and would not result in a duplication of benefitsSubsidiaries). (b) With respect to any welfare benefit plan of VeraSun CBI or its Affiliates made available to individuals who immediately prior to the Closing Date were employees of US BioEnergy IXC or any of its Subsidiaries, VeraSun CBI shall, or shall cause the Surviving Corporation to, waive any waiting periods, pre-pre- existing condition exclusions and actively-at-work requirements to the extent such provisions were inapplicable immediately before such plan was made available and provide that any expenses incurred on or before the date such plan was made available by any such individual or such individual’s 's covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions.

Employee Benefit Plans; Existing Agreements. (a) During For the onesix-year month period following the Effective Time (the “Transition Period”)Date, VeraSun Wildcat shall cause the Surviving Corporation to either maintain the employee benefit programs (other than equity-based arrangements) provided by US BioEnergy Target and its Subsidiaries before the Effective Time or replace all or any such programs with programs maintained for similarly situated employees of VeraSunWildcat; provided that the aggregate level of benefits (other than equity-based arrangements) provided to Target employees during the Transition Period this period shall be no less favorable than substantially similar to the aggregate level of benefits (other than equity-based arrangements) provided by US BioEnergy Target and its Subsidiaries before the Effective Time. To the extent that any employee benefit plan of VeraSun Wildcat or any of its Affiliates (a “VeraSun "Wildcat Plan”") becomes applicable to any employee or former employee of US BioEnergy Target or its Subsidiaries, VeraSun Wildcat shall grant, or cause to be granted, to such employees or former employees credit for their service with US BioEnergy Target and its Subsidiaries (and any of their predecessors) for the purpose of determining eligibility to participate and nonforfeitability of benefits under such VeraSun Wildcat Plan and for purposes of benefit accrual under vacation and severance pay plans (but only to the extent such service was credited under similar plans of US BioEnergy Target and its Subsidiaries and would not result in a duplication of benefitsSubsidiaries). (b) With respect to any Wildcat Plan that is a welfare benefit plan of VeraSun or its Affiliates and is made available to individuals who immediately prior to the Closing Date Effective Time were employees of US BioEnergy Target or any of its SubsidiariesSubsidiaries (a "Wildcat Welfare Plan"), VeraSun shall, or Wildcat shall cause the Surviving Corporation to, to (i) waive any waiting periods, pre-existing condition exclusions and actively-at-work requirements to the extent such provisions were inapplicable immediately before such plan Wildcat Welfare Plan was so made available and (ii) provide that any eligible expenses incurred by any such individual and his or her covered dependents during the portion of the plan year of the corresponding Target Benefit Plan ending on or before the date such plan was made available by any such individual or such individual’s covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance co-insurance and maximum out-of-pocket provisionsrequirements applicable to such individual and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Wildcat Welfare Plan. (c) Subject to compliance by Wildcat with its obligations under Sections 4.18(a) and 4.18(b), nothing contained in this Section 4.18 or elsewhere in this Agreement shall be construed to prevent the termination of employment of any individual employee of Target and its Subsidiaries or any change in the employee benefits available to any such individual employee or the amendment or termination of any particular Target Benefit Plan to the extent permitted by its terms as in effect immediately prior to the Effective Time.