Common use of Employee Benefits and Service Credit Clause in Contracts

Employee Benefits and Service Credit. From and after the Effective Time, the Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide each employee of the Parent or the Surviving Corporation or their respective Subsidiaries who shall have been an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”), for so long as such Continuing Employees remain so employed, health and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of the Parent and its Subsidiaries under the Parent Employee Plans (as defined below). Following the Effective Time, the Parent will give each Continuing Employee full credit for prior service with the Company or its Subsidiaries to the extent such service is recognized by the Company under a similar Company Employee Plan for purposes of (w) eligibility and vesting under any Parent Employee Plans, (x) determination of benefit levels under any Parent Employee Plan or policy relating solely to vacation or severance and (y) determination of “retiree” status under any Parent Employee Plan, in each case for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, but except where such credit would result in a duplication of benefits. In addition, the Parent shall waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Parent and recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. For purposes of this Agreement, the term “Parent Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is a defined contribution plan, any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation, for the benefit of, or relating to, any current or former employee of the Parent or any of its Subsidiaries or any entity which is a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code) or (C) an affiliated service group (as defined in Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Parent or a Subsidiary of the Parent; provided, however, that for the avoidance of doubt, Parent Employee Plan shall not include any defined benefit pension plan or any plan providing for post-retirement medical or other welfare benefits.

Employee Benefits and Service Credit. From and after the Effective Time, the Parent Buyer shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide each employee of the Parent Buyer or the Surviving Corporation or their respective Subsidiaries who shall have been an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”), for so long as such Continuing Employees remain so employed, health and welfare benefits that are no less favorable, in the aggregate, aggregate than those provided to similarly situated employees of the Parent Buyer and its Subsidiaries under the Parent Buyer Employee Plans (as defined below). Following the Effective Time, the Parent Buyer will give each Continuing Employee full credit for prior service with the Company or its Subsidiaries to the extent such service is recognized by the Company under a similar Company Employee Plan for purposes of (wx) eligibility and vesting (except with respect to any equity awards granted to any employee or consultant of the Buyer or any Subsidiary who continues services to the Company or to Buyer or any Subsidiary following the Effective Time) under any Parent Buyer Employee Plans, and (xy) determination of benefit levels under any Parent Buyer Employee Plan or policy relating solely to vacation or severance and (y) determination of “retiree” status under any Parent Employee Planseverance, in each case for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, but except where such credit would result in a duplication of benefits. In addition, the Parent Buyer shall waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Parent Buyer and recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. For purposes of this Agreement, the term “Parent Buyer Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is a defined contribution plan), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensationcompensation and all unexpired severance agreements, for the benefit of, or relating to, any current or former employee of the Parent Buyer or any of its Subsidiaries or any entity which is a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code) or (C) an affiliated service group (as defined in Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Parent Buyer or a Subsidiary of the Parent; provided, however, that for the avoidance of doubt, Parent Employee Plan shall not include any defined benefit pension plan or any plan providing for post-retirement medical or other welfare benefitsBuyer.

Employee Benefits and Service Credit. From and after the Effective Time, the Parent Buyer shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide each employee employees of the Parent Buyer or the Surviving Corporation or their respective Subsidiaries who shall have been an employee employees of the Company or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”), for so long as such Continuing Employees remain so employeduntil the first anniversary of the Effective Time, health and welfare benefits that are no less favorablereasonably comparable, in the aggregate, than to, at the election of the Buyer, either those provided by the Company and its Subsidiaries immediately prior to the Effective Time or those provided to similarly situated employees of the Parent Buyer and its Subsidiaries from time to time under the Parent Buyer Employee Plans (as defined below). Following the Effective Time, the Parent Buyer will give each Continuing Employee Employees full credit for prior service with the Company or its Subsidiaries to the extent such service is recognized by the Company under a similar Company Employee Plan for purposes of (w) eligibility and vesting under any Parent Buyer Employee Plans, and (x) determination of benefit levels under any Parent Buyer Employee Plan or policy relating solely to vacation or severance and (y) determination of “retiree” status under any Parent Employee Planseverance, in each case for which the Continuing Employee is Employees are otherwise eligible and in which the Continuing Employee is Employees are offered participation, but except where such credit would result in a duplication of benefits. In addition, the Parent Buyer shall waive, or cause to be waived, any limitations on medical benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Parent Buyer and recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. For purposes of this Agreement, the term “Parent Buyer Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is a defined contribution plan), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensationcompensation and all unexpired severance agreements, for the benefit of, or relating to, any current or former employee of the Parent Buyer or any of its Subsidiaries or any entity which is a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code) or (C) an affiliated service group (as defined in Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Parent Buyer or a Subsidiary of the Parent; provided, however, that for the avoidance of doubt, Parent Employee Plan shall not include any defined benefit pension plan or any plan providing for post-retirement medical or other welfare benefitsBuyer.

Employee Benefits and Service Credit. From and after For the one-year period commencing on the Effective Time, the Parent Buyer shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide each employee of the Parent Buyer or the Surviving Corporation or their respective Subsidiaries who shall have been an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (other than employees subject to a collective bargaining or similar labor agreement) (“Continuing Employees”), for so long as such Continuing Employees remain so employed, health and welfare benefits that are substantially no less favorable, in the aggregate, than those provided to similarly situated employees of by the Parent Company and its Subsidiaries under immediately prior to the Parent Employee Plans (as defined below)Effective Time. Following the Effective Time, the Parent Surviving Corporation or the Buyer will give each Continuing Employee full credit for prior service with the Company or its Subsidiaries (to the same extent as such service is recognized by was taken into account under the Company under a similar corresponding Company Employee Plan Plan) for purposes of (wa) eligibility and vesting under any Parent Employee Planshealth plan of the Buyer, the Surviving Corporation or any of its Subsidiaries, and (xb) determination of benefit levels under any Parent Buyer Employee Plan or policy relating solely to vacation or severance and (y) determination of “retiree” status under any Parent Employee Planseverance, in each case for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, but except where such credit would result in a duplication of benefits. In addition, the Parent Buyer shall waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions for any condition for which the participant would have been entitled to coverage under the corresponding Company Employee Plan in which they participated prior to the same extent such limitations are waived under any comparable plan of the Parent Effective Time and recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. For purposes Notwithstanding anything herein, nothing in this Section 6.10 shall limit any right of this Agreementthe Buyer, the term “Parent Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is a defined contribution plan, any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation, for the benefit of, or relating to, any current or former employee of the Parent Surviving Corporation or any of its their Subsidiaries or to terminate the employment of any entity which is a member Continuing Employees at any time (subject to the terms and conditions of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code) or (C) an affiliated service group (as defined in Section 414(m) of the Code any agreement or the regulations under Section 414(o) terms of the Code), any of which includes or included the Parent or a Subsidiary of the Parent; provided, however, that for the avoidance of doubt, Parent Company Employee Plan then existing with respect to any such Continuing Employee). No later than five (5) Business Days prior to its distribution, the Company shall not include provide Buyer with a copy of any defined benefit pension plan or communication intended to be made to all of its employees relating to the transactions contemplated hereby, and will consider in good faith any plan providing for post-retirement medical or other welfare benefitsreasonable comments thereto provided by the Buyer on a timely basis.