Common use of Employees; Benefits Clause in Contracts

Employees; Benefits. (a) The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employed. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Company

Employees; Benefits. (a) The Employee From and after the Effective Time, Parent shall be entitled to participate in or receive provide Company Continuing Employees with health and welfare benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers providing coverage and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: that are either (i) The Company, in order the same as provided pursuant to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan the employee health and welfare benefit plans maintained by September 30, 1998. Contributions Company as of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. date hereof or (ii) pursuant to employee health and welfare benefit plans that are no less favorable than those provided to employees of Parent in positions comparable to positions held by Company Continuing Employees. For the avoidance of doubt, nothing in the Agreement shall limit the ability of Parent or the surviving entity in the Mergers to amend or terminate any Company Employee Plan, Company Foreign Plan, or Parent employee benefit plan, program, policy, or arrangement in accordance with their terms and applicable law at any time after the Effective Time. The provisions contained in this Section 6.3(a) are included for the sole benefit of the respective parties hereto and shall be entitled to all paid legal holidays made available by the Company such holidays to includenot create any right in any other Person, including, without limitation, New Years Dayany current or former Company Associates, Memorial Dayany participant in any Company Employee Plan or Company Foreign Plan, Independence Dayor any beneficiary thereof or any right to continued employment with Parent or the surviving entity in the Mergers, Labor Daynor shall require Parent to provide, Thanksgiving Day and Christmas Daycontinue, or amend any particular employee benefits after the consummation of the Contemplated Transactions for any current or former Company Associate. (iiib) In addition With respect to such paid holidaysany Parent Plans in which Company Associates become eligible to participate after the Effective Time, each participating Company Associate’s service with Acquired Corporations (as well as service with any predecessor employer, to the extent service with the predecessor employer is recognized for purposes of the applicable Company Employee Plan or Company Foreign Plan) or any Company Affiliate shall be entitled treated as service with Parent or any of its Affiliates for all purposes, including determining eligibility to twenty (20) vacation days each calendar yearparticipate, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated level of benefits, vesting, and added to the vacation time for subsequent yearsbenefit accruals; provided, however, Employee shall that, except as expressly provided in Section 6.3(e), such service need not take vacations in excess be recognized for purposes of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee benefit accrual under any plan or arrangement presently “defined benefit plan” as defined in effect or made available in the future shall be deemed to be in lieu Section 3(35) of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any ERISA, for purposes of determination of any severance payments or benefits payable obligations, or to the Employee hereunder any extent that such recognition would result in respect a duplication of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employedbenefits. (c) In recognition With respect to any Parent Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA and in which the Company Associates become eligible to participate after the Effective Time, Parent shall use its commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any such Parent Plans, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Employee Plan or Company Foreign Plan immediately prior to the Effective Time. Parent shall use its commercially reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Associate under the Company Employee Plans and/or Company Foreign Plans during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant Parent Plans in which such employees will be eligible to participate from and after the Effective Time to the extent so recognized under the relevant Company Employee Plan and/or Company Foreign Plan immediately prior to the Effective Time. (d) Unless otherwise requested by Parent in writing prior to the Effective Time of the necessity Merger, Company shall cause to be adopted prior to the Closing Date resolutions of Company’s Board of Directors to cease all contributions to any and all 401(k) plans maintained or sponsored by Company or any of its Subsidiaries (collectively, the “401(k) Plans”), and to terminate the 401(k) Plans, on the day preceding the Closing Date. Immediately prior to such termination of the use of an automobile 401(k) Plans, Company shall contribute to the efficient 401(k) plans an amount in cash necessary to fulfill Company’s contractual obligations, if any, to match contributions by participants in the 401(k) Plans accrued during the period commencing on January 1, 2010, and expeditious performance ending as of Employee's services, duties immediately prior to the Closing Date. The form and obligations to and on behalf substance of the Companyresolutions providing for the termination of the 401(k) Plans shall be subject to the review and approval of Parent, the which shall not be unreasonably withheld, conditioned or delayed. The Company shall bear deliver to Parent an executed copy of such resolutions as soon as practicable following their adoption by the expense Company’s Board of fuel Directors and maintenance shall fully comply with such resolutions. (e) Notwithstanding anything to the contrary contained in this Agreement, Parent shall provide a severance benefit equal to two weeks of base pay plus one week of base pay for every full year of service with any of the Employee's car Acquired Corporations up to a maximum of twelve weeks of base pay to each Company Continuing Employee employed in the form United States whose service with Parent or any of reimbursement of $0.31 per mile for miles driven for and documented to the CompanyAcquired Corporations is terminated without cause within ninety (90) days after the Closing Date.

Employees; Benefits. By terms of the current Collective Agreement, the Company will pay the premiums for the Drug, Dental, Life Insurance, Accidental Death Dismemberment, Hearing Aid, Remedial Appliances and Vision Care Plans for a subscriber employee on layoff to the end of the nine (a9) The Employee shall months next following the month of layoff. While the Company will not assume any premium costs for on layoff beyond the period stipulated above, it agrees, however, to allow laid-off continued coverage under the Drug and Dental Plans at their own expense provided that advance premium payments for the retention of the plans are received by the Company. These retention concessions are subject to the terms and conditions specified by the respective private carriers and are conditional upon the following: That the Union through its local office, will submit to the Company a list of those laid-off individuals desiring continued coverage along with the appropriate premium payments corresponding with the individual's coverage status at the time of layoff. That such list will also show the individual Drug and Dental Plan certificate numbers for identifications purposes. That the names and premium payments must be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available received by Human Resources by the 15th day of the eighth (8th) month following the month of layoff and each subsequent monthly date thereafter. Receipt of such premium will ensure coverage for the month next following. That failure of receipt of by the Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions behalf of the participating employeesindividual will result in immediate cancellation of the Drug and Dental Plan coverage's without any right of reinstatement. That the foregoing extended will be limited to a period not to exceed the twenty fourth (24th) month following receipt of the initial for such continued Due to the experience rating factor of the Drug and the Dental Plans, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall may periodically be entitled subjected to all paid legal holidays made available by fluctuating premium rates. Accordingly, the Company such holidays to includewill inform the Union, without limitationthrough its local office, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided increases or decreases in the applicable plan or arrangement, premium rates to be prorated applied to the individuals who are taking advantage of the extended Drug and Dental Plan The coverage's outlined in Schedule D above will be administered in accordance with the number terms and conditions established by the respective carrier. The Company agrees that during the life of days this Agreement it will continue its present practice of paying the premiums in such calendar year during which she is so employed. (c) In recognition of full for the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, Insurance Benefits as provided herein. Payment by the Company shall bear will cease when an employee is not actively employed except as provided under the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Companyfollowing conditions:

Employees; Benefits. (a) The Employee 36.1 On or before the Commencement Date, Lessor shall be entitled to participate in provide, or receive benefits under any employee benefit plan or arrangement made available by shall direct the Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions current operator of the participating employeesFacility, including Employeeto provide, may be matched by contributions from the Company at the discretion Lessee with a statement of all amounts of accrued vacation benefits as of the Board Commencement Date (the "accrued vacation schedule"), a statement of Directors all earned vacation benefits as of the Company. Commencement Date (iithe "earned vacation schedule") Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess a statement of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer earned sick pay as of the Company. Commencement Date (ivthe "earned sick pay schedule") The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid and the names and addresses of the employees to the Employee under any plan or arrangement presently in effect or made available in the future whom said amounts are payable. For purposes of this Article XXXVI, a benefit shall be deemed to be earned if the employee is then entitled to be compensated for or to take said benefit and/or if upon termination the employee would be entitled to be compensated in lieu whole or in part for said benefit; if not, the benefit shall be deemed to be accured. 36.2 Lessor shall pay, or shall direct the then operator of the annual salary payable Facility pay, to Employee pursuant Lessee on the Commencement Date all sums for vacation pay set forth in the earned and accured vacation schedules. 36.3 Lessee agrees to pay all sums set forth in the accrued vacation and earned vacation schedules referred to in Section 3.01 hereinabove. Any payments or benefits payable 36.1 above, to the Employee hereunder in respect of any calendar year during which appropriate employees when the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated same become due and payable in accordance with the number of days in such calendar year during which she is so employedits Paid Time Off policy. (c) In recognition 36.4 Lessor hereby agrees that if any of the necessity earned sick pay set forth in the earned sick pay schedule referred to in Section 36.1 above, is paid by Lessee, Lessor shall reimburse, or shall direct the prior operator of the use Facility to reimburse, Lessee therefore, upon Lessor's receipt of an automobile to a written request for reimbursement and evidence that payment has been made. 36.5 Payroll shall be prorated as of 12:01 am the efficient Commencement Date, with Lessee assuming full responsibility therefore as of said time and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Companydate.

Employees; Benefits. (a) The Employee All persons who were lawfully employed by the Company and its Subsidiaries immediately preceding the Closing Date, including those on vacation, approved leave of absence or short-term disability (the “Company Employees”) shall continue employment with the Surviving Company or another Person designated by Buyer in a comparable position as of the Closing Date, at not less than the same base rate of pay in effect immediately preceding the Closing Date. Nothing in this Agreement shall be entitled deemed to participate limit the right of the Buyer, the Surviving Company, or any other Person to terminate the employment of any Company Employee or change the terms and conditions of employment (including, without limitation, positions and base rates of pay) of any Company Employee at any time following the Closing Date. (b) Buyer acknowledges that consummation of the transactions contemplated by this Agreement may constitute a change in control of the Company and its Subsidiaries (to the extent such concept is applicable) for purposes of the Plans. From and after the Closing, Buyer and the Surviving Company and its Subsidiaries will honor in accordance with their terms all cash bonus plans, employment agreements, consulting agreements, change-of-control agreements, and severance agreements or receive benefits plans between the Company and its Subsidiaries, on the one hand, and any Company Employee or any officer or director of the Company or its Subsidiaries, on the other hand, in effect prior to the Closing Date, provided, however, that nothing in this Agreement shall be deemed to limit the right of the Buyer, the Surviving Company, or any other Person to amend, modify or terminate any such plans or agreements in accordance with their terms at any time following the Closing Date. (c) For all purposes under any employee benefit plan or arrangement made available by plans of Buyer providing benefits to Company Employees after the Closing Date, each Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall be entitled to all paid legal holidays made available by credited with his or her years of service with the Company or its Subsidiaries, as applicable, before the Closing Date, to the same extent as such holidays Company Employee was entitled, before the Closing Date, to includecredit for such service under any similar Plans, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: %3. each Company Employee shall continue to be eligible to participate in any Plans such Company Employee participated in immediately before the Closing Date (such Plans, collectively, the “Old Plans”) or, if such Old Plans are no longer in effect immediately after the Closing Date, be immediately eligible to participate, without limitationany waiting time, in any and all employee benefit plans sponsored by Buyer and its Affiliates for the benefit of employees (such plans, collectively, the “New Years DayPlans”) to the extent coverage under such New Plan replaces coverage under a comparable terminated Old Plan, Memorial Dayand %3. for purposes of any New Plan providing medical, Independence Daydental, Labor Daypharmaceutical or vision benefits to any Company Employee, Thanksgiving Day Buyer shall use commercially reasonable efforts to (A) cause all pre-existing condition exclusions and Christmas Day. actively-at-work requirements of such New Plan, to the extent applicable, to be waived for such Company Employee and his or her covered dependents, and (iiiB) In addition cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such paid holidays, Company Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be and his or her covered dependents for the applicable plan year as if such amounts had been paid in fullaccordance with such New Plan. Vacation time not taken Such New Plans shall contain benefits substantially similar to the benefits - 48 - provided in the calendar year will be accumulated and added to the vacation time for subsequent yearsOld Plans; provided, however, Employee that nothing in this Agreement shall not take vacations limit the right of Buyer to change, modify or terminate any New Plan or other arrangement in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to accordance with its terms following the Chairman and Chief Executive Officer of the CompanyClosing Date. (ivd) The Effective as of or prior to the Closing, HIG Holdco, the Company and their Subsidiaries shall cancel, terminate and cash-out all outstanding equity and equity-based compensation plans, agreements and arrangements (the “Terminated Equity Plans”), and, no later than the Closing Date, shall provide Employee fully-paid insurance benefits to Buyer a copy of the resolutions duly approved and executed by the members of the board of directors or managers, as described in Exhibit B heretoapplicable, of such entity of the termination of such Terminated Equity Plans. (be) Nothing paid This Section 7.05 shall be binding upon and inure solely to the Employee benefit of each of the Parties, and nothing in this Section 7.05, express or implied, shall confer upon any employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under any plan this Agreement. Nothing in this Section 7.05, express or arrangement presently in effect or made available in the future implied, shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect an amendment of any calendar year during which Plan providing benefits to any employee or as altering the Employee is employed by the at-will nature of any Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employed. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Companyemployment.

Employees; Benefits. (aA) The Employee shall be entitled to participate in the following benefits, starting as of the ninetieth day following the Employee's first association as an Employee with AmeriCom, or receive benefits with any affiliate of AmeriCom (e.g., Xxxxxxx Communications, Inc.): (1) A $95 per month allowance towards payment of health insurance premiums under any employee benefit plan or arrangement made available AmeriCom's health insurance plan; (2) Forty hours of personal time on an annualized basis, vesting at the rate of four hours per month; (3) Seven paid holidays per year, including religious holidays selected by the Company Employee. (B) After completion of the first year following the Employee's first association as an Employee with AmeriCom, or with any affiliate of AmeriCom, forty hours of paid vacation time per year, increased to 80 hours of paid vacation time after completion of the third year as an Employee with AmeriCom, or with any affiliate of AmeriCom. (1) If deemed appropriate under the circumstances by AmeriCom's board of directors, an expense allowance in the future an amount established from time to its officers time by AmeriCom's board of directors for traveling, telephone and key management employees, subject to and on a basis consistent other direct business expenses required in connection with the termsperformance of the Employee's duties hereunder, conditions the amount of the allowance being limited to actual expenditures verified and overall administration of such plans documented as required by AmeriCom for audit purposes, for tax deduction purposes and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employeesassure compliance with applicable laws and regulations; provided that, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30without the prior consent of AmeriCom's stockholders, 1998such expense allowance may not exceed $250 during any consecutive 30 day period. Contributions of the participating employeesCurrently, including Employee, may be matched by contributions from the Company such expense allowance has been set at the discretion of the Board of Directors of the Companymaximum $250 per month. (ii2) The Employee shall be entitled to receive all paid legal holidays made other benefits of employment generally available to all of AmeriCom's employees, provided that such benefits have been approved by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee AmeriCom's stockholders. A current list of generally applicable benefits shall be entitled to twenty (20) vacation days each calendar year, during which time Employeeposted on AmeriNet's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeksemployees' prior notice to the Chairman and Chief Executive Officer of the Companyinformation website. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employed. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Company

Employees; Benefits. (a) The Employee For a period of 12 months after the Effective Time, Parent shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers and key management employees, subject to and on a basis consistent provide Continuing Employees with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Companyannual base salary and base wages, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. and cash incentive compensation opportunities and (ii) health and welfare benefits providing coverage and benefits that are either (A) the same as provided pursuant to the employee health and welfare benefit plans maintained by Company as of the date hereof or (B) pursuant to employee health and welfare benefit plans that are, in the aggregate, no less favorable than those provided to employees of Parent or its Affiliates in positions comparable to positions held by Continuing Employees in the relevant jurisdiction. For the avoidance of doubt, nothing in this Agreement shall limit the ability of Parent or the surviving entity in the Merger to amend or terminate any Company Employee Plan, or Parent Employee Plan, program, policy, or arrangement in accordance with their terms and applicable law at any time after the Effective Time. The provisions contained in this Section 5.6 are included for the sole benefit of the respective Parties hereto and shall be entitled to all paid legal holidays made available by the Company such holidays to includenot create any right in any other Person, including, without limitation, New Years Dayany current or former Company Employee, Memorial Dayany participant in any Company Employee Plan, Independence Dayor any beneficiary thereof or any right to continued employment with Parent or the surviving entity in the Merger, Labor Daynor shall they require Parent to provide, Thanksgiving Day and Christmas Daycontinue, or amend any particular employee benefits after the consummation of the Merger for any current or former Company Employee. (iiib) In addition With respect to any Parent Employee Plans in which Continuing Employees become eligible to participate after the Effective Time, to the extent permitted under such paid holidaysParent Employee Plans and applicable Legal Requirements, each participating Continuing Employee’s service with the Company (as well as service with any predecessor employer, solely to the extent service with the predecessor employer is recognized for purposes of the applicable Company Employee Plan) or any Company Subsidiary shall be entitled treated as service with Parent or any of its Affiliates for all purposes, including determining eligibility to twenty (20) vacation days each calendar yearparticipate, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated level of benefits, vesting, and added to the vacation time for subsequent yearsbenefit accruals; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits that, except as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise expressly provided in the applicable plan or arrangementSection 5.6, such service need not be prorated recognized to any extent that such recognition would result in accordance with the number a duplication of days in such calendar year during which she is so employedbenefits. (c) In recognition of With respect to any Parent Employee Plans providing medical, dental, pharmaceutical, life insurance and/or vision benefits to any Continuing Employee and in which Continuing Employees become eligible to participate after the necessity of the Effective Time, Parent shall use of an automobile its commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any such Parent Employee Plans, except to the efficient extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and expeditious performance of Employee's services, duties and obligations to and on behalf of waiting periods would not have been satisfied or waived under the Company, the comparable Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented Employee Plan immediately prior to the CompanyEffective Time.

Employees; Benefits. (a) The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, as such may be adopted, amended, superseded or terminated from time to time. Without in any way limiting the foregoing, such benefits shall presently include the following: (i) The Company, in order to retain its valued employees, will establish a contributory an Internal Revenue Code Section 401(k) plan by September 30, 1998plan. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company, provided, however, that the Company does not intend to make any such contributions until its operations become profitable. (ii) Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days of personal time off each calendar yearyear to be used by the Employee for vacation or sickness, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer the President of the Company, and provided further that employee shall be permitted to accrue more than 20 unused vacation days. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which he/she is so employed. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Company