Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. (a) Section 3.14 of the Seller Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by Seller. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Code of 1986 and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Material Adverse Effect. (b) Seller has never maintained an employee benefit plan subject to Section 412 of the Code or Title IV of ERISA. Each employee benefit plan of Seller intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualification. Seller has never had an obligation to contribute to a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA. There are no unfunded obligations under any employee benefit plan of Seller providing benefits after termination of employment to any employee or former employee, including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980(B) of the Code. Each employee benefit plan of Seller may be amended or terminated by Seller without the consent or approval of any other person. There is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of Seller, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement. (c) Seller is not obligated to make any parachute payment, as defined in Section 280G(b)(2) of the Code, nor will any parachute payment be deemed to have occurred as a result of or arising out of any of the transactions contemplated by this Agreement. Seller has no contract, agreement, obligation or arrangement with any employee or other person, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement.

Employee Benefits and Contracts. (a) Section 3.14 4.14 of the Seller Buyer Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by SellerBuyer and Acquisition Subsidiary. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Internal Revenue Code of 1986 1986, as amended (the "Code") and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Buyer Material Adverse Effect. (b) Seller Buyer and Acquisition Subsidiary has never maintained an employee benefit plan subject to Section 412 of the Code or Title IV of ERISA. Each employee benefit plan of Seller Buyer or Acquisition Subsidiary intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualification. Seller Neither Buyer nor Acquisition Subsidiary has never ever had an obligation to contribute to a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA. There are no unfunded obligations under any employee benefit plan of Seller Buyer or Acquisition Subsidiary providing benefits after termination of employment to any employee or former employee, including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980(B) of the Code. Each employee benefit plan of Seller Buyer or Acquisition Subsidiary may be amended or terminated by Seller Buyer or Acquisition Subsidiary without the consent or approval of any other person. There is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of SellerBuyer or Acquisition Subsidiary, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement, except as set forth in Section 4.14(b) of the Buyer Disclosure Schedule. (c) Seller Neither Buyer nor Acquisition Subsidiary is not obligated to make any parachute payment, as defined in Section 280G(b)(2) of the Code, nor will any parachute payment be deemed to have occurred as a result of or arising out of any of the transactions contemplated by this Agreement. Seller Neither Buyer nor Acquisition Subsidiary has no any contract, agreement, obligation or arrangement with any employee or other person, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller Buyer or Acquisition Subsidiary or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this AgreementAgreement except as set forth in Section 4.14(b) of the Buyer Disclosure Schedule.

Employee Benefits and Contracts. (a) Section 3.14 All persons who are employees of the Seller Disclosure Schedule lists all employee benefit plans Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (as defined a "Continuing Employee") shall, at the Effective Time, become employees of Buyer; provided, however, that in Section 3(3) no event shall any of the Employee Retirement Income Security Act employees of 1974the Seller Entities be officers of Buyer, as amended ("ERISA")) maintained or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by Sellerthe board of directors of Buyer in accordance with the bylaws of Buyer. Each All of such employee benefit plans complies in all material respects with applicable requirements the Continuing Employees shall be employed at the will of ERISA or the Code of 1986 Buyer and no "reportable event" or "prohibited transaction" (contractual right to employment shall inure to such employees because of this Agreement except as such terms are defined otherwise set forth in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Material Adverse Effectthis Agreement. (b) Seller has never maintained an employee benefit plan subject to Section 412 As of the Code or Title IV Effective Time, each Continuing Employee shall be eligible to participate in Buyer's 401(k) plan with full credit for prior service with Seller for purposes of ERISA. Each employee benefit plan of Seller intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualification. Seller has never had an obligation to contribute to a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA. There are no unfunded obligations under any employee benefit plan of Seller providing benefits after termination of employment to any employee or former employee, including but not limited to retiree health coverage eligibility and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980(B) of the Code. Each employee benefit plan of Seller may be amended or terminated by Seller without the consent or approval of any other person. There is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of Seller, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreementvesting. (c) Seller is not obligated to make any parachute payment, as defined in Section 280G(b)(2) As of the CodeEffective Time, nor Buyer shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee on the same basis as it provides such coverage to Buyer employees except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar Seller plan at the Effective Time of the First Step Merger. (d) Prior to the Closing of this Agreement, that certain employment agreement dated October 20, 2005 between Seller and the employee shall have been amended in form and substance as requested by Buyer and the Merger Consideration shall be reduced pursuant to Section 3.1(a) for any payments made to the employee in consideration for such amendment, or the Merger Consideration shall be reduced pursuant to Section 3.1(a) by $130,000. (e) Upon the execution of this Agreement, each of Seller's directors shall execute and deliver (i) an agreement dated as of the date hereof in the form of Exhibit C pursuant to which he or she will any parachute payment be deemed to have occurred as a result vote his or her shares of or arising out Seller Common Stock in favor of any of this Agreement and the transactions contemplated by hereby and (ii) an agreement dated as of the date hereof in the form of Exhibit D (the "Director's Agreement"). (f) No officer, employee, or other Person (other than the corporate Parties to this Agreement. Seller has no contract, agreement, obligation or arrangement with any employee ) shall be deemed a third party or other personbeneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by seek any remedy in connection with this Agreement, except as set forth in Section 7.10.

Employee Benefits and Contracts. (a) Section 3.14 For the first year following the Effective Time, each employee of the Seller Disclosure Schedule lists all Platform Entities shall be eligible for benefits which in the aggregate are no less favorable than the employee benefit benefits available to such employee under existing plans (as defined in Section 3(3) of the Employee Retirement Income Security Act Platform Entities. For purposes of 1974such benefit plans, programs, policies and arrangements, Parent shall treat the prior service of such employees with Platform and its ERISA Affiliates, including all periods of service recognized under the Acsys, Inc. 401(k) Savings Plan (the "Platform 401(k) Plan"), as amended ("ERISA")) maintained by Seller. Each of such employee service rendered to Parent or its ERISA Affiliate for eligibility and vesting purposes and, solely with regard to vacation and sick leave programs, for benefit plans complies in all material respects with applicable requirements of ERISA or the Code of 1986 and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Material Adverse Effectaccrual purposes thereunder. (b) Seller has never maintained an No employee benefit plan subject of any Platform Entity (or eligible dependent thereof) who is eligible for and elects to Section 412 of the Code be covered under any medical or Title IV of ERISA. Each employee benefit disability insurance plan of Seller intended to Parent or its ERISA Affiliates shall be qualified excluded from coverage under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualification. Seller has never had an obligation to contribute to a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA. There are no unfunded obligations under any employee benefit plan of Seller providing benefits after termination of employment to any employee or former employee, including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980(B) of the Code. Each employee benefit plan of Seller may be amended or terminated by Seller without the consent or approval of any other person. There is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of Seller, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of a pre-existing condition that was not also excluded under the transactions contemplated by this Agreementapplicable medical or disability insurance plan of the Platform Entities. To the extent that an employee of a Platform Entity has satisfied in whole or in part any annual deductible or paid any out-of-pocket or co-payment expenses under a medical insurance plan of Platform or its ERISA Affiliates for a plan year, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of Parent or its ERISA Affiliates in which such individual participates after the Effective Time. (c) Seller In the event of any termination of the Platform 401(k) Plan during the first year following the Effective Time, Parent or its ERISA Affiliate shall maintain a tax-qualified retirement plan that, at the request of an employee of a Platform Entity, accepts a rollover of such employee's account from the Platform 401(k) Plan to the extent that such distribution and rollover is not obligated permitted under applicable Law. (d) Parent shall honor, and shall cause the Surviving Corporation and its Subsidiaries to make honor in accordance with their terms, all employment, severance, consulting and other compensation contracts between Platform and its Subsidiaries and any parachute paymentcurrent or former director, as defined officer, or employee thereof that are disclosed in Section 280G(b)(2) 4.14 of the Code, nor will any parachute payment be deemed to have occurred as a result of or arising out of any of the transactions contemplated by this Agreement. Seller has no contract, agreement, obligation or arrangement with any employee or other person, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement.Platform

Employee Benefits and Contracts. (a) Section 3.14 4.14 of the Seller Buyer Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by SellerBuyer and Acquisition Subsidiary. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Internal Revenue Code of 1986 1986, as amended (the "Code") and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Buyer Material Adverse Effect. (bx) Seller Buyer and Acquisition Subsidiary has never maintained an employee benefit plan subject to Section 412 of the Code or Title IV of ERISA. Each employee benefit plan of Seller Buyer or Acquisition Subsidiary intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualification. Seller Neither Buyer nor Acquisition Subsidiary has never ever had an obligation to contribute to a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA. There are no unfunded obligations under any employee benefit plan of Seller Buyer or Acquisition Subsidiary providing benefits after termination of employment to any employee or former employee, including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980(B) of the Code. Each employee benefit plan of Seller Buyer or Acquisition Subsidiary may be amended or terminated by Seller Buyer or Acquisition Subsidiary without the consent or approval of any other person. There is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of SellerBuyer or Acquisition Subsidiary, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement, except as set forth in Section 4.14(b) of the Buyer Disclosure Schedule. (c) Seller Neither Buyer nor Acquisition Subsidiary is not obligated to make any parachute payment, as defined in Section 280G(b)(2) of the Code, nor will any parachute payment be deemed to have occurred as a result of or arising out of any of the transactions contemplated by this Agreement. Seller Neither Buyer nor Acquisition Subsidiary has no any contract, agreement, obligation or arrangement with any employee or other person, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller Buyer or Acquisition Subsidiary or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this AgreementAgreement except as set forth in Section 4.14(b) of the Buyer Disclosure Schedule.

Employee Benefits and Contracts. (a) Section 3.14 Following the Effective Time, YVB shall provide generally to officers and employees of Cardinal (who continue employment with Yadkin Valley or any of its Subsidiaries, other than any officer or employee who agrees in writing to alternative arrangements) employee benefits on terms and conditions which are substantially similar to and no less favorable than those then currently provided by YVB to its other similarly situated officers and employees. For purposes of benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the Seller Disclosure Schedule lists all employee benefit plans (as defined in level of a “plan” within the meaning of Section 3(3) of ERISA), eligibility to participate and vesting determinations in connection with the Employee Retirement Income Security Act provision of 1974any such employee benefits, as amended service with the Cardinal Entities prior to the Effective Date shall be counted. If YVB shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or more employees of a Cardinal Entity participated immediately prior to the Effective Time ("ERISA"a “Company Health Plan”)) , YVB shall use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in the Company Health Plan prior to the Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the plan year for such a Company Health Plan, to give credit towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan during that plan year prior to the Effective Time. At the request of YVB, Cardinal will take all appropriate action to terminate, prior to the Effective Time, any retirement plan maintained by Seller. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Code of 1986 and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons Cardinal that would have a Seller Material Adverse Effect. (b) Seller has never maintained an employee benefit plan subject to Section 412 of the Code or Title IV of ERISA. Each employee benefit plan of Seller is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualificationCode. Seller has never had Notwithstanding anything in this Agreement to the contrary, (i) no provision of this Agreement (A) shall constitute, or be considered or interpreted to constitute, an obligation to contribute to employee benefit plan or other arrangement, a "multi-employer plan" as defined in Section 4001(a)(3) provision of ERISA. There are no unfunded obligations under any employee benefit plan or other arrangement, an amendment of Seller providing benefits after termination of employment any employee benefit plan or other arrangement, a commitment to amend an employee benefit plan or other arrangement, or (B) shall otherwise provide any employee or former employeeother service provider any rights or entitlements under this Agreement, including but not limited to retiree health coverage and deferred compensationincluding, but excluding continuation without limitation, in respect of health coverage required to be continued under Section 4980(B) of the Code. Each any employee benefit plan of Seller may or other arrangement, and (ii) no employee, service provider or other third party shall be amended entitled to claim any right, entitlement or terminated by Seller without the consent other benefit under or approval of any other person. There is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of Seller, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by in relation to this Agreement. (cb) Seller is Simultaneously herewith, (i) Xxxx X. Xxxxxxx, Xx. shall have entered into an employment agreement with YVB in the form of Exhibit D-1; (ii) Xxxxx X. Xxxxxx shall have entered into Consulting and Noncompete Agreements with YVB in the forms of Exhibits D-2 (iii) Messrs. Mallard, Parker, and Bass and Xx. Xxxxxx shall entered into Settlement and Termination Agreement in the forms of Xxxxxxxx X-0, X-0, X-0 and D-6, respectively. These agreements shall become effective at the Effective Time and shall replace their existing employment agreements, which shall terminate and have no further force or effect. Immediately prior to Closing and as set forth in these new agreements, Messrs. Mallard, Parker, and Bass and Xx. Xxxxxx shall terminate all existing compensation agreements in exchange for payments from Cardinal as set forth in such agreements so long as such payments do not obligated to make any constitute a parachute payment, as defined in payment within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code, nor will any parachute payment be deemed to have occurred as a result of or arising out of any of the transactions contemplated by this Agreement. Seller has no contract, agreement, obligation or arrangement with any employee or other person, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement.

Employee Benefits and Contracts. (a) Section 3.14 of the Seller Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by Seller. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Code of 1986 and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Material Adverse Effect. (b) Seller has never maintained an employee benefit plan subject to Section 412 of the Code or Title IV of ERISA. Each employee benefit plan of Seller intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualification. Seller has never had an obligation to contribute to a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA. There are no unfunded obligations under any employee benefit plan of Seller providing benefits after termination of employment to any employee or former employee, including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980(B) of the Code. Each employee benefit plan of Seller may be amended or terminated by Seller without the consent or approval of any other person. There is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of Seller, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement. (c) Seller is not obligated to make any parachute payment, as defined in Section 280G(b)(2) of the Code, nor will any parachute payment be deemed to have occurred as a result of or arising out of any of the transactions contemplated by this Agreement. Seller 11 March 5, 1998 has no contract, agreement, obligation or arrangement with any employee or other person, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement.

Employee Benefits and Contracts. (a) Section 3.14 of the Seller The Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by Sellerthe Company. Each of such employee benefit plans complies in all material respects with applicable requirements of ERISA or the Code of 1986 Code, and no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA) has occurred with respect to any such plan, and no termination, if it has occurred or were to occur before the Effective Date, would present a risk of liability to any Governmental Entity or other persons that would have a Seller Material Adverse Effect. (b) Seller The Company has never maintained an employee benefit plan subject to Section 412 of the Code or Title IV of ERISA. Each employee benefit plan of Seller the Company intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service confirming such qualification. Seller The Company has never had an obligation to contribute to a "multi-employer multiemployer plan" as defined in Section 4001(a)(3) of ERISA. There are no unfunded obligations under any employee benefit plan of Seller the Company providing benefits after termination of employment to any employee or former employee, including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980(B) of the Code. Each employee benefit plan of Seller the Company may be amended or terminated by Seller the Company without the consent or approval of any other person. There Except for Section 1.10(a) of this Agreement, there is no employee benefit plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan of Sellerthe Company, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this Agreement. (c) Seller The Company is not obligated to make any parachute payment, as defined in Section 280G(b)(2) of the Code, nor will any parachute payment be deemed to have occurred as a result of or arising out of any of the transactions contemplated by this Agreement. Seller The Company has no contract, agreement, obligation or arrangement with any employee or other person, any of the benefits of which will be increased or the vesting of the benefits under which will be accelerated by any change of control of Seller the Company or the occurrence of any of the transactions contemplated by this Agreement or the benefits under which will be calculated on the basis of the transactions contemplated by this AgreementAgreement (other than those transactions contemplated by Section 1.10(a) hereof).