Common use of Employment and Benefit Plans Clause in Contracts

Employment and Benefit Plans. (a) Following the Effective Time, ---------------------------- the Parent shall cause the Company and/or The Prudential Insurance Company of America ("PICA") to provide each then current employee of the Company who was an employee of the Company as of the Effective Time ("Company Employee") with benefits under employee benefit plans (as such term is defined in Section 3(3) of ERISA ("Benefit Plans")), that are similar to the benefits received by (i) similarly situated Company Employees under Benefit Plans sponsored by the Company immediately prior to the Effective Time subject to the terms and conditions of such Company Benefit Plans, as in effect from time to time, or (ii) similarly situated employees of the Parent under Benefit Plans sponsored by PICA on or after the Effective Time, subject to the terms and conditions of such PICA Benefit Plans, as in effect from time to time. Active service with the Company prior to the Effective Time shall be recognized for purposes of determining eligibility to participate in and vesting of benefits under (but not for purposes of determining benefit accrual under or eligibility to receive post-retirement welfare benefits under) the Benefit Plans of the Company or PICA on or after the Effective Time; provided, that active service with the Company -------- prior to the Effective Time shall not be recognized if such recognition of service would result in a duplication of benefits under the Benefit Plans of the Company or PICA. Nothing in this Agreement shall be construed as limiting in any way (i) the right of the Parent or the Company (as the case may be) to - terminate the employment of any Company Employee after the Effective Time or (ii) the right of PICA or the Company (as the case may be) to amend or terminate -- any Benefit Plan of PICA or the Company (including, without limitation, to change the level of benefits provided thereunder or the requirements for eligibility to participate thereunder) in accordance with the terms thereunder.

Employment and Benefit Plans. (a) Following If the Effective TimeClosing occurs, ---------------------------- from the Closing Date until the earlier of January 1, 2009 and the first Final Earnout Amount Determination Date on which it is determined that no Earnout Amount is payable, Parent shall will cause the Company and/or The Prudential Insurance Company of America ("PICA") to provide each then current employee of the Company who was an employee of the Company as of the Effective Time ("Company Employee") with benefits under employee benefit plans (as such term is defined in Section 3(3) of ERISA ("Benefit Plans")), that are similar to the benefits received by (i) similarly situated Company Employees under Benefit Plans sponsored Persons employed by the Company immediately prior to the Effective Time subject who continue such employment following the Effective Time (collectively, the "Employees"), except as otherwise consented to by the terms Stockholder Representative, (i) compensation at the general compensation levels prevailing as of the Effective Time and conditions of such Company Benefit Plans, as in effect from time to time, or (ii) benefits that are substantially comparable in the aggregate to the benefits by the benefit plans listed in Section 6.3 of the Company Disclosure Schedule). If the Closing occurs, for all purposes under the employee benefit plans of Parent and its Affiliates providing benefits to any Employee after the Effective Time (the "New Plans"), each Employee will receive credit for his or her service with the Company and its Affiliates before the Effective Time (including predecessor or acquired entities or any other entities for which the Company and its Affiliates have given credit for prior service), for purposes of eligibility, vesting and benefit accrual (but not (i) for purposes of eligibility for subsidized early retirement benefits, (ii) for purposes of benefit accrual under defined benefit pension plans, and (iii) for any new program for which credit for benefit accrual for service prior to the effective date of such program is not given to similarly situated employees of Parent other than the Parent under Benefit Plans sponsored by PICA on or after Employees) to the same extent as such Employee was entitled, before the Effective Time, subject to credit for such service under any similar or comparable Company benefit plan (except to the terms and conditions of extent such PICA Benefit Plans, as in effect from time to time. Active service with the Company prior to the Effective Time shall be recognized for purposes of determining eligibility to participate in and vesting of benefits under (but not for purposes of determining benefit accrual under or eligibility to receive post-retirement welfare benefits under) the Benefit Plans of the Company or PICA on or after the Effective Time; provided, that active service with the Company -------- prior to the Effective Time shall not be recognized if such recognition of service credit would result in a duplication of benefits under accrual of benefits). Notwithstanding the Benefit Plans of foregoing, if requested by Parent at least 5 days prior to the Closing Date, the Company or PICAagrees to adopt board resolutions terminating its 401(k) plan immediately prior to Closing Date. Nothing in Parent agrees not to make such a request unless materials delivered by Company after the signing of this Agreement shall be construed as limiting in any way (i) the right of the Parent or the Company (as the case may be) to - terminate the employment of any Company Employee after the Effective Time or (ii) the right of PICA or the Company (as the case may be) to amend or terminate -- any Benefit Plan of PICA or the Company (including, without limitation, to change the level of benefits provided thereunder or the requirements for eligibility to participate thereunder) in accordance with the terms thereunderevidence previously undisclosed liabilities.

Employment and Benefit Plans. (a) Following the Effective Time, ---------------------------- the Parent shall cause the Company and/or The Prudential Insurance Company of America ("PICA") to provide each then current employee of the Company who was an employee of the Company as of the Effective Time ("Company Employee") with benefits under employee benefit plans (as such term is defined in Section 3(3) of ERISA ("Benefit Plans")), that are similar to the benefits received by (i) similarly situated Company Employees under Benefit Plans sponsored by the Company immediately prior to the Effective Time subject to the terms and conditions of such Company Benefit Plans, as in effect from time to time, or (ii) similarly situated employees of the Parent under Benefit Plans sponsored by PICA on or after the Effective Time, subject to the terms and conditions of such PICA Benefit Plans, as in effect from time to time. Active service with the Company prior to the Effective Time shall be recognized for purposes of determining eligibility to participate in and vesting of benefits under (but not for purposes of determining benefit accrual under or eligibility to receive post-retirement welfare benefits under) the Benefit Plans of the Company or PICA on or after the Effective Time; providedPROVIDED, that active service with the Company -------- prior to the Effective Time shall not be recognized if such recognition of service would result in a duplication of benefits under the Benefit Plans of the Company or PICA. Nothing in this Agreement shall be construed as limiting in any way (i) the right of the Parent or the Company (as the case may be) to - terminate the employment of any Company Employee after the Effective Time or (ii) the right of PICA or the Company (as the case may be) to amend or terminate -- any Benefit Plan of PICA or the Company (including, without limitation, to change the level of benefits provided thereunder or the requirements for eligibility to participate thereunder) in accordance with the terms thereunder.