Common use of Obligations with Respect to Continuing Employees Clause in Contracts

Obligations with Respect to Continuing Employees. Parent hereby agrees that, for the period immediately following the Effective Time through and including the 18-month anniversary of the Effective Time, it shall, or it shall cause the Surviving Corporation and its Subsidiaries to, provide for such period (up to 18 months) as they may continue to be employed (a) a level of base salary and wages to each Person who is employed by the Company or any Company Subsidiary as of the Effective Time (including Persons on disability or leave of absence, whether paid or unpaid) (each such Person, a “Continuing Employee”) and (b) Benefit Plans for the benefit or welfare of any Continuing Employee, whether maintained by Parent, the Surviving Corporation or any of their Subsidiaries (each such plan, a “Surviving Corporation Benefit Plan”), that are no less favorable in the aggregate to the base salary, wages and benefits (except with respect to equity-based compensation) provided to the Continuing Employees immediately prior to the Effective Time; provided, however, that this provision shall not require Parent, the Surviving Corporation or their Subsidiaries to provide any severance benefits during such 18-month period that are more favorable than those maintained by the Company or any Company Subsidiary immediately prior to the Effective Time. From and after the Effective Time, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms (including terms which provide for amendment or termination) all Contracts, agreements, arrangements, programs, policies, plans and commitments of the Company and the Company Subsidiaries, as in effect immediately prior to the Effective Time, that are applicable to any current or former employees or directors of the Company or any Company Subsidiary, including the change in control agreements, severance plans and policies and indemnification agreements adopted by the Company Board (or any committee thereof). Nothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, or to restrict the right of the Surviving Corporation or its Subsidiaries to terminate any Continuing Employee. No later than five Business Days prior to the Effective Time, Parent shall provide written notice to the Company with respect to whether it intends to terminate the employment of any Person who is employed by the Company at the level of director or above at such date without “Cause” or to take any action which would constitute “Good Reason” with respect to each such Person (as such terms are defined in the Company’s Change-in-Control Agreement with such Person).

Obligations with Respect to Continuing Employees. Parent hereby agrees that, for the a period immediately of one year following the Effective Time through and including the 18-month anniversary of the Effective Time, it shall, or it shall cause the Surviving Corporation and its Subsidiaries toto (i) provide each Continuing Employee with a base salary, provide for such period wages, an annual bonus opportunity and benefits (up to 18 monthsexcept any equity-based compensation) as they may continue to be employed (a) a level of base salary and wages to each Person who is employed by the Company or any Company Subsidiary as of the Effective Time (including Persons on disability or leave of absence, whether paid or unpaid) (each such Person, a “Continuing Employee”) and (b) Benefit Plans for the benefit or welfare of any Continuing Employee, whether maintained by Parent, the Surviving Corporation or any of their Subsidiaries (each such plan, a “Surviving Corporation Benefit Plan”), that are no less favorable substantially comparable in the aggregate to the base salary, wages wages, annual bonus opportunity and benefits (except with respect to any equity-based compensation) provided to the such Continuing Employees Employee immediately prior to the Effective Time; provided, however, that this provision shall not require Parent, Time and (ii) maintain for each Continuing Employee at least the Surviving Corporation or their Subsidiaries same level of severance protection and on substantially the same terms and conditions as was provided to provide any severance benefits during such 18-month period that are more favorable than those maintained by the Company or any Company Subsidiary Continuing Employee immediately prior to the Effective Time. From and after the Effective Time, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms (including terms which provide for amendment or termination) all Contracts, agreements, arrangements, programs, policies, plans and commitments Contracts of the Company and the Company SubsidiariesSubsidiary, as in effect immediately prior to the Effective Time, Time that are applicable to any current or former employees or directors of the Company or any the Company Subsidiary, including provided that any such Contract is specifically listed on Section 5.9(a) of the Company Disclosure Schedule. The Parties agree that consummation of the transactions contemplated by this Agreement shall be deemed to be a "change in control agreements, severance plans control" for purposes of all Company Benefit Plans and policies and indemnification agreements adopted by the Company Board (or any committee thereof)other compensation arrangements with respect to which such concept is relevant. Nothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, or to restrict the right of the Surviving Corporation or its Subsidiaries to terminate any Continuing Employee. No later than five Business Days prior to the Effective Time, it being understood that Parent shall provide written notice review the compensation and benefits of its and its Subsidiaries' employees from time to time in order to determine the Company with respect most appropriate way to whether it intends to terminate the employment of any Person who is employed by the Company at the level of director or above at compensate and incentivize Continuing Employees and accordingly may make such date without “Cause” or to take any action which would constitute “Good Reason” with respect to each such Person (as such terms are defined changes in the Company’s Change-in-Control Agreement with such Personcompensation and benefits that Parent determines to be in the best interests of Parent from time to time, except as expressly otherwise provided in this Section 7.6(a).

Obligations with Respect to Continuing Employees. Parent hereby agrees that, for the a period immediately of one year following the Effective Time through and including the 18-month anniversary of the Effective Time, it shall, or it shall cause the Surviving Corporation and its Subsidiaries toto (i) provide each Continuing Employee with a base salary, provide for such period wages, an annual bonus opportunity and benefits (up to 18 monthsexcept any equity-based compensation) as they may continue to be employed (a) a level of base salary and wages to each Person who is employed by the Company or any Company Subsidiary as of the Effective Time (including Persons on disability or leave of absence, whether paid or unpaid) (each such Person, a “Continuing Employee”) and (b) Benefit Plans for the benefit or welfare of any Continuing Employee, whether maintained by Parent, the Surviving Corporation or any of their Subsidiaries (each such plan, a “Surviving Corporation Benefit Plan”), that are no less favorable substantially comparable in the aggregate to the base salary, wages wages, annual bonus opportunity and benefits (except with respect to any equity-based compensation) provided to the such Continuing Employees Employee immediately prior to the Effective Time; provided, however, that this provision shall not require Parent, Time and (ii) maintain for each Continuing Employee at least the Surviving Corporation or their Subsidiaries same level of severance protection and on substantially the same terms and conditions as was provided to provide any severance benefits during such 18-month period that are more favorable than those maintained by the Company or any Company Subsidiary Continuing Employee immediately prior to the Effective Time. From and after the Effective Time, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms (including terms which provide for amendment or termination) all Contracts, agreements, arrangements, programs, policies, plans and commitments Contracts of the Company and the Company SubsidiariesSubsidiary, as in effect immediately prior to the Effective Time, Time that are applicable to any current or former employees or directors of the Company or any the Company Subsidiary, including provided that any such Contract is specifically listed on Section 5.9(a) of the Company Disclosure Schedule. The Parties agree that consummation of the transactions contemplated by this Agreement shall be deemed to be a “change in control agreements, severance plans control” for purposes of all Company Benefit Plans and policies and indemnification agreements adopted by the Company Board (or any committee thereof)other compensation arrangements with respect to which such concept is relevant. Nothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, or to restrict the right of the Surviving Corporation or its Subsidiaries to terminate any Continuing Employee. No later than five Business Days prior to the Effective Time, it being understood that Parent shall provide written notice review the compensation and benefits of its and its Subsidiaries’ employees from time to time in order to determine the Company with respect most appropriate way to whether it intends to terminate the employment of any Person who is employed by the Company at the level of director or above at compensate and incentivize Continuing Employees and accordingly may make such date without “Cause” or to take any action which would constitute “Good Reason” with respect to each such Person (as such terms are defined changes in the Company’s Change-in-Control Agreement with such Personcompensation and benefits that Parent determines to be in the best interests of Parent from time to time, except as expressly otherwise provided in this Section 7.6(a).

Obligations with Respect to Continuing Employees. Parent hereby agrees that, for the period immediately following the Effective Time through and including the 18later of (x) December 31, 2006 and (y) the one-month year anniversary of the Effective TimeTime (such date, the “Employment Benefit Plan Extension Date”), it shall, or it shall cause the Surviving Corporation and its Subsidiaries to, (i) provide for such period each Continuing Employee (up to 18 monthsother than a Continuing Employee whose terms and conditions of employment are established through collective bargaining with a labor organization) as they may continue to be employed (a) a with at least the same level of base salary and wages and on substantially the same terms and conditions as was provided to each Person who is employed by the Company or any Company Subsidiary as of Continuing Employee immediately prior to the Effective Time (including Persons on disability or leave of absenceTime, whether paid or unpaid) (each such Person, a “Continuing Employee”) and (bii) Benefit Plans for the benefit or welfare except with respect to Continuing Employees whose terms and conditions of any Continuing Employeeemployment are established through collective bargaining with a labor organization, whether maintained by Parent, the Surviving Corporation or any of their Subsidiaries (each such plan, a “maintain Surviving Corporation Benefit Plan”), Plans (except to the extent any such plan provides equity-based compensation or traditional non-qualified deferred compensation benefits) that are no less favorable substantially equivalent in the aggregate to the base salary, wages and benefits (except with respect to equity-based compensation) those provided to the Continuing Employees immediately prior to the Effective TimeTime and disclosed in Section 4.10.1 of the Company Disclosure Schedule (determined without regard to any modifications to such plans made pursuant to this Agreement); provided, however, that this provision shall not require Parentin the event the cost of health and welfare benefits incurred by the Surviving Corporation and its Subsidiaries (taken as a whole) increases, or can reasonably be expected to increase, by more than fifteen (15) percent in one year (a “Material Benefit Cost Increase”), the Surviving Corporation may take such action as may be reasonably necessary (such as increasing co-payment obligations or their Subsidiaries deductible thresholds) to provide any severance limit the year-to-year increase in the cost of health and welfare benefits during such 18-month period to a level that are does not constitute a Material Benefit Cost Increase; provided, further, that the foregoing shall not obligate Parent or the Surviving Corporation to employ one or more favorable than those maintained by of the Company or any Company Subsidiary immediately prior Continuing Employees. Subject to the Effective Time. From Company’s compliance with Section 6.1, from and after the Effective Time, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms (including including, without limitation, terms which provide for amendment or termination) all Contractscontracts, agreements, arrangements, programs, policies, plans and commitments of the Company and the Company Subsidiaries, as in effect immediately prior to the Effective Time, Time (and prior to any modifications made pursuant to this Agreement) and disclosed in Section 4.10.1 of the Company Disclosure Schedule that are applicable to any current or former employees or directors of the Company or any Company Subsidiary, including without limitation the change in control agreements, severance plans and policies and indemnification agreements adopted by the Company Board (Board, except for any payments or any committee thereof)modifications set forth in this Agreement; provided, however, that except for contractual obligations which survive beyond the Employee Benefit Plan Extension Date, obligations of Parent set forth in this sentence shall terminate on the Employee Benefit Plan Extension Date. Nothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, or to restrict the right of the Surviving Corporation or its Subsidiaries to terminate any Continuing Employee. No later than five Business Days prior to the Effective Time, Parent shall provide written notice to the Company with respect to whether it intends to terminate the employment of any Person who is employed by the Company at the level of director or above at such date without “Cause” or to take any action which would constitute “Good Reason” with respect to each such Person (as such terms are defined in the Company’s Change-in-Control Agreement with such Person).