Common use of Employment and Benefit Matters Clause in Contracts

Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

Employment and Benefit Matters. (a) For From the period commencing at date of Completion through the earlier of (i) the second anniversary of the Effective Time Time, and ending on (ii) December 31, 20112021 (or, Parent agrees if shorter, the period of employment of the relevant Allergan Employee) (the “Benefits Continuation Period”), Acquirer Sub shall provide, and AbbVie shall cause Acquirer Sub to cause provide, to (i) each Allergan Employee a base salary that is no less favorable than the Surviving Corporation base salary provided to maintain base salarysuch Allergan Employee immediately prior to the Effective Time, (ii) each Allergan Employee a target annual cash bonus opportunity that is no less favorable than the target annual cash bonus opportunity provided to such Allergan Employee immediately prior to the Effective Time, (iii) an Allergan Employee who is eligible to be selected to receive an annual equity compensation opportunity (inclusive of dividend equivalent rights) as of immediately prior to the Effective Time, pursuant to the ordinary course practices of Allerganas in effect of, and disclosed to AbbVie prior to, the date hereof, shall continue to be eligible to be selected to receive an annual equity compensation opportunity, retirement benefitswith a target grant date value that is no less favorable than the target grant date value of the annual equity compensation opportunity (inclusive of dividend equivalent rights) applicable to his or her global grade level, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, as reflected in the “Seller Employees”) 2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same levels rate of participation per global grade level as disclosed to AbbVie prior to the date hereof and with the form of the equity compensation opportunity to be determined in AbbVie’s sole discretion, and (iv) to the Allergan Employees as a group, employee benefits that are, in the aggregate, at least comparable no less favorable than the employee benefits provided to those the Allergan Employees under the Allergan Benefit Plans as in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance DateEffective Time; provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post- termination health or welfare benefits, and any deductibles paid by Seller Employees under any of Seller’s retention or its Subsidiaries’ health plans change in the plan year in which the Acceptance Date occurs control payments or awards shall not be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anytaken into account.

Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 2011the date that is twelve (12) months following the Closing Date, Parent agrees to cause the Surviving Corporation to maintain provide base salarysalary or standard hourly wage rate for each Company Personnel, bonus opportunityexcluding any employee covered by a collective bargaining agreement or otherwise represented by a labor organization, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed by the Surviving Corporation or any of its Affiliates after the Effective Time Closing Date (collectively, the “Seller Company Employees”) at the same levels that are, in the aggregate, at least comparable to those which is no less than his or her base salary or standard hourly wage rate as in effect for on the Closing Date, and to provide to Company Employees bonus opportunities that are no less favorable than the bonus opportunities provided to similarly situated employees of Parent and benefits that are in the aggregate no less favorable than the benefits in effect under the Company Plans on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Company Employees are entitled to participate to treat, the service of Seller Company Employees with Seller the Company or any Subsidiary of Seller the Company attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting vesting, vacation, paid time off, seniority rights and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation; provided, but excluding however, such service shall be excluded for purposes of benefit accrual (including minimum pension amount) and ), eligibility for early retirement under any defined benefit pension plan of Parent or Parent, eligibility for retiree welfare benefit plans plans, or as would otherwise result in a duplication of coverage or benefits; and provided further, nothing herein shall obligate Parent or Surviving Corporation to provide coverage under a defined benefit pension plan to any Company Personnel. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Company Employees participated immediately prior to the Acceptance Date, Closing Date and any deductibles paid by Seller Company Employees under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of ParentParent for such plan year. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Company Employees shall be considered to be employed by Parent the Surviving Corporation and its Affiliates “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation or their Affiliates to terminate the employment of any such Seller Company Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

Employment and Benefit Matters. (a) For Subject to the period commencing at accuracy and completeness of Seller's representation set forth in Section 5.13, for twelve (12) months following the Effective Time and ending on December 31, 2011Time, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the provide to each Seller Personnel who remain remains employed after the Effective Time (collectively, the “"Seller Employees”") at the same levels hourly wages, base salary, cash incentive opportunities, health and other welfare benefit plans, programs and arrangements (in each case excluding equity compensation and any defined benefit plan) that areare substantially comparable, in the aggregate, at least comparable to those the compensation, wages, salary, cash incentive opportunities, health and other welfare benefit plans, programs and arrangements (in effect for similarly situated employees of Parent on each case excluding equity compensation and any defined benefit plan) provided to such Seller Personnel immediately before the date hereofEffective Time. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Seller Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of all eligibility to participate, participate and vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefitspurposes. Without limiting the foregoing, Parent shall use reasonable efforts to cause the Surviving Corporation to waive any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived the Surviving Corporation with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to before the Acceptance DateTime, and any deductibles paid by Seller Employees under any of Seller’s 's or its the Seller Subsidiaries’ ' health plans in the plan year in which the Acceptance Date Effective Time occurs shall be credited towards deductibles under the health plans of Parent the Surviving Corporation or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation toCorporation. Except as provided in the Seller Compensation Arrangements or any employment agreements entered into by Seller Employees with Parent or Purchaser, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “"at will” " and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

Employment and Benefit Matters. (a) For From the period commencing at date of Completion through the earlier of (i) the second anniversary of the Effective Time Time, and ending on (ii) December 31, 20112021 (or, Parent agrees if shorter, the period of employment of the relevant Allergan Employee) (the “Benefits Continuation Period”), Acquirer Sub shall provide, and AbbVie shall cause Acquirer Sub to cause provide, to (i) each Allergan Employee a base salary that is no less favorable than the Surviving Corporation base salary provided to maintain base salarysuch Allergan Employee immediately prior to the Effective Time, (ii) each Allergan Employee a target annual cash bonus opportunity that is no less favorable than the target annual cash bonus opportunity provided to such Allergan Employee immediately prior to the Effective Time, (iii) an Allergan Employee who is eligible to be selected to receive an annual equity compensation opportunity (inclusive of dividend equivalent rights) as of immediately prior to the Effective Time, pursuant to the ordinary course practices of Allerganas in effect of, and disclosed to AbbVie prior to, the date hereof, shall continue to be eligible to be selected to receive an annual equity compensation opportunity, retirement benefitswith a target grant date value that is no less favorable than the target grant date value of the annual equity compensation opportunity (inclusive of dividend equivalent rights) applicable to his or her global grade level, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, as reflected in the “Seller Employees”) 2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same levels rate of participation per global grade level as disclosed to AbbVie prior to the date hereof and with the form of the equity compensation opportunity to be determined in AbbVie’s sole discretion, and (iv) to the Allergan Employees as a group, employee benefits that are, in the aggregate, at least comparable no less favorable than the employee benefits provided to those the Allergan Employees under the Allergan Benefit Plans as in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance DateEffective Time; provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-termination health or welfare benefits, and any deductibles paid by Seller Employees under any of Seller’s retention or its Subsidiaries’ health plans change in the plan year in which the Acceptance Date occurs control payments or awards shall not be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anytaken into account.

Employment and Benefit Matters. (a) For the period commencing at on the Effective Time Closing Date and ending on December 31, 20112014, Parent Purchaser agrees to cause maintain the Surviving Corporation to maintain compensation and benefit levels, including base salary, bonus opportunityannual cash incentive opportunities, retirement benefits, and health benefits, and welfare benefits, but not any stock-based benefits, benefits for the Seller Personnel employees of the Company (or any of the Company’s Subsidiaries) who remain employed after the Effective Time Closing Date (collectively, the “Seller Company Employees”) at the same levels that which are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereofCompany Employees immediately prior to the Closing. Parent shall, and shall cause the Surviving Corporation to, Purchaser will treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Company Employees with Seller the Company (or any Subsidiary of Seller the Company) attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation Purchaser or any Subsidiary of Parent Purchaser for purposes of eligibility to participateand vesting under Purchaser’s vacation program, vesting health or welfare plan(s) (other than short-term disability and for other appropriate benefits includinglife insurance plans) maintained by Purchaser, but not limited toand Purchaser’s defined contribution plans, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent to the extent that any Company Employee participates in any health or other group welfare benefit plan of Purchaser following the Closing Date, (a) Purchaser shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of Parent Purchaser to be waived with respect to Seller the Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees the Company Employee participated immediately prior to the Acceptance Closing Date, and (b) any deductibles paid by Seller Employees any such Company Employee under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles under the health plans of Parent Purchaser or any Subsidiary of ParentPurchaser. Parent shallThe provisions contained in this Section 6.11 are included for the sole benefit of the respective parties to this Agreement, and shall cause not create (i) any third-party beneficiary or other rights in any Company Employees, employees, or independent contractors or their respective legal representatives or beneficiaries or any other Person or (ii) any right to continued employment with the Surviving Corporation toCompany, use commercially reasonable efforts any of its Subsidiaries, or Purchaser. Nothing contained in this Section 6.11 is intended to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees be or shall be considered to be employed by Parent “at will” and nothing an amendment or adoption of any Benefit Plan, program, Contract, arrangement or policy of the Company, any of its Subsidiaries or Purchaser nor shall be construed it interfere with Purchaser’s, Company’s or any of their respective Subsidiaries’ right to limit the ability of Parent amend, suspend or the Surviving Corporation modify or terminate any Benefit Plan or to terminate the employment of any such Seller Employee at employee or service of any time. Parent will cooperate with Seller, and assume all costs, in respect independent contractor of consultation obligations and similar notice and bargaining obligations owed to the Company or its Subsidiaries for any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anyreason.

Employment and Benefit Matters. (a) All employees of the Company or its Subsidiaries as of the day immediately prior to the Closing (the “Company Employees”) shall remain employed by the Company as of the day after the Closing. For the period commencing at the Effective Time Closing and ending on December 3112 months after the Closing, 2011, Parent the Buyer agrees to cause the Surviving Corporation Company to maintain (i) base salary, hourly, and/or piece-rate wages which are no less than the base salary, hourly, and/or piece-rate wages provided by the Company or the applicable Subsidiary of the Company immediately prior to the Closing; (ii) target annual bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stockopportunities (excluding equity-based benefitscompensation and one-time or special bonuses or cash incentives), for which are no less than the Seller Personnel who remain employed after target annual bonus opportunities (excluding equity-based compensation and one-time or special bonuses or cash incentives) provided by the Effective Time Company or the applicable Subsidiary of the Company immediately prior to the Closing; and (collectively, the “Seller Employees”iii) at the same levels employee benefits that areare no less favorable, in the aggregate, at least than those provided by the Company or the applicable Subsidiary of the Company immediately prior to the Closing; and (iv) severance benefits, if applicable to the Company Employee prior to the Closing, that are comparable to those provided under the practice, plan or policy in effect for similarly situated employees of Parent on such Company Employee immediately prior to the date hereofClosing. Parent After the Closing Date, Buyer shall, and shall cause the Surviving Corporation toCompany and its Subsidiaries to (A) honor all rights to Paid Time Off, treatincluding vacation, personal and cause the applicable benefit plans in which Seller sick days, accrued but unused by Company Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance DateClosing under any benefit plan (collectively, “Paid Time Off”), and any deductibles paid by Seller (B) provide the Company Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles with a reasonable opportunity to use Paid Time Off under the health plans of Parent or any Subsidiary of ParentSurviving Company’s Paid Time Off plans. Parent shallBuyer shall honor, and shall cause the Surviving Corporation toCompany to honor, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with their terms, all applicable Laws employment agreements between the Company and bargaining agreementsits Subsidiaries on the one hand and any officer, if anydirector or employee, of the Company or such Subsidiary on the other hand, as such agreements are in effect on the day prior to the Closing Date.

Employment and Benefit Matters. (a) For the period commencing at on the Effective Time Closing Date and ending on December 31the one (1) year anniversary of the Closing Date (“Benefit Period”), 2011, Parent the Purchaser agrees to maintain, or cause to be maintained, the Surviving Corporation to maintain compensation and benefit levels, including base salary, bonus opportunityannual cash incentive opportunities, retirement benefits, and health benefitsand welfare benefits (but not including any defined benefit pension, nonqualified deferred compensation, retiree or post-employment health or welfare benefits, but not any stockequity or equity-based compensation or benefits, ) for the Seller Personnel who remain employed after Company Employees during their period of employment with Purchaser or the Effective Time (collectivelyCompany Entities in the Benefit Period, the “Seller Employees”) at the same levels that which are, in the aggregate, at least comparable to no less favorable than those in effect for similarly situated employees of Parent on the date hereofCompany Employees immediately prior to the Closing. Parent shall, and The Purchaser or its subsidiaries shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Company Employees with Seller such Company Entity or any Subsidiary of Seller such Company Entity attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation Purchaser or any Subsidiary subsidiary of Parent the Purchaser for purposes of eligibility and vesting under the Purchaser’s or such Subsidiary’s vacation program, health or welfare plan(s) maintained by the Purchaser or such subsidiary of the Purchaser, and the Purchaser’s or such subsidiary’s defined contribution plans to participatethe same extent that such service was credited to such employee for the same purpose under the analogous Benefit Plan, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent to the extent that any Company Employee participates in any health or other group welfare benefit plan of the Purchaser or a subsidiary of the Purchaser during the Benefit Period, (a) the Purchaser or such subsidiary of the Purchaser shall use reasonable best efforts to cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of Parent the Purchaser or such subsidiary of the Purchaser to be waived with respect to Seller the Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees the Company Employee participated immediately prior to the Acceptance Closing Date, and (b) use reasonable best efforts to credit any deductibles and co-pays paid by Seller Employees any such Company - 38 - Employee under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles and co-pays for such employee under the health plans of Parent the Purchaser or any Subsidiary subsidiary of Parentthe Purchaser. Parent shallNothing contained in this Section 6.11 or any other provision of this Agreement, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement, or create any third-party beneficiary rights or obligations in any person (including any Company Employee), including with respect to (x) any right to employment or continued employment or to a particular term or condition of employment with Purchaser, the Company Entities or their respective Affiliates and (y) the ability of Parent Purchaser or any of its Affiliates (including, following the Surviving Corporation Closing Date, the Company Entities) to amend, modify, or terminate the employment of any such Seller Employee benefit or compensation plan, program, agreement or arrangement at any time. Parent will cooperate with Sellertime established, and assume all costs, in respect sponsored or maintained by any of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anythem.

Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 20112010, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any defined benefit plan or any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to no less favorable than those in effect for similarly situated employees the Seller Employees as of Parent on the date hereofof this Agreement. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller or any predecessor employers attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting vesting, PTO/vacation benefit levels and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, to the extent such service was taken into account under Seller Employee Programs immediately prior to the Effective Time, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods periods, active employment requirements or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Except as may otherwise be expressly provided under any applicable written employment agreements or arrangements with certain Seller Employees (copies of which have been made available to Parent), Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any. As of the Effective Time, Parent shall, or Parent shall cause the Surviving Corporation to, assume from Seller all of Seller’s obligations with respect to the medical care and dependent care flexible spending accounts of Seller Employees (the “Transferred Flexible Spending Accounts”) under the cafeteria plan maintained by Seller pursuant to Section 125 of the Code, including Seller’s obligation, if any, to reimburse eligible expenses. All elections of Seller Employees with respect to the Transferred Flexible Spending Accounts shall remain in effect immediately after the Effective Time.

Employment and Benefit Matters. (a) For the period commencing at on the Effective Time Closing Date and ending on December 31the one (1) year anniversary of the Closing Date (“Benefit Period”), 2011, Parent the Purchaser agrees to maintain, or cause to be maintained, the Surviving Corporation to maintain compensation and benefit levels, including base salary, bonus opportunityannual cash incentive opportunities, retirement benefits, and health benefitsand welfare benefits (but not including any defined benefit pension, nonqualified deferred compensation, retiree or post-employment health or welfare benefits, but not any stockequity or equity-based compensation or benefits, ) for the Seller Personnel who remain employed after Company Employees during their period of employment with Purchaser or the Effective Time (collectivelyCompany Entities in the Benefit Period, the “Seller Employees”) at the same levels that which are, in the aggregate, at least comparable to no less favorable than those in effect for similarly situated employees of Parent on the date hereofCompany Employees immediately prior to the Closing. Parent shall, and The Purchaser or its subsidiaries shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Company Employees with Seller such Company Entity or any Subsidiary of Seller such Company Entity attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation Purchaser or any Subsidiary subsidiary of Parent the Purchaser for purposes of eligibility and vesting under the Purchaser’s or such Subsidiary’s vacation program, health or welfare plan(s) maintained by the Purchaser or such subsidiary of the Purchaser, and the Purchaser’s or such subsidiary’s defined contribution plans to participatethe same extent that such service was credited to such employee for the same purpose under the analogous Benefit Plan, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent to the extent that any Company Employee participates in any health or other group welfare benefit plan of the Purchaser or a subsidiary of the Purchaser during the Benefit Period, (a) the Purchaser or such subsidiary of the Purchaser shall use reasonable best efforts to cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of Parent the Purchaser or such subsidiary of the Purchaser to be waived with respect to Seller the Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees the Company Employee participated immediately prior to the Acceptance Closing Date, and (b) use reasonable best efforts to credit any deductibles and co-pays paid by Seller Employees any such Company Employee under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles and co-pays for such employee under the health plans of Parent the Purchaser or any Subsidiary subsidiary of Parentthe Purchaser. Parent shallNothing contained in this Section 6.11 or any other provision of this Agreement, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement, or create any third-party beneficiary rights or obligations in any person (including any Company Employee), including with respect to (x) any right to employment or continued employment or to a particular term or condition of employment with Purchaser, the Company Entities or their respective Affiliates and (y) the ability of Parent Purchaser or any of its Affiliates (including, following the Surviving Corporation Closing Date, the Company Entities) to amend, modify, or terminate the employment of any such Seller Employee benefit or compensation plan, program, agreement or arrangement at any time. Parent will cooperate with Sellertime established, and assume all costs, in respect sponsored or maintained by any of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anythem.