Common use of Option Plans and Benefits, Etc Clause in Contracts

Option Plans and Benefits, Etc. (a) Prior to the Effective Time, the parties to this Agreement shall take all such actions as shall be necessary to effectuate the provisions of Section 1.09, including without limitation, timely action by the Board of Directors of the Company, if any is required, in accordance with the applicable option plans to elect to pay holders of Company Options, upon any exercise thereof, the applicable cash amount in lieu of delivery of the Shares and take any additional action required to ensure that no such Company Options remain otherwise outstanding after the Effective Time (in each case, including, without limitation, Company Options granted under the Company's non-employee Directors Plan). (b) Parent shall either (i) cause the Company Employee Plans in effect at the date of this Agreement to remain in effect until the third anniversary of the Effective Time or (ii) maintain until such date, employee benefit plans which in the aggregate, provide a substantially similar level of benefits as those provided under comparable Company Employee Plans with respect to employees of the Company covered under such plans as of the date of this Agreement; provided, however, that the foregoing shall not apply to any provisions of any Company Employee Plan under which employees may receive, or under which employee benefits are based on, Company Common Stock or to the extent inconsistent with any employment agreement with any employee. (c) Parent shall, and shall cause the Surviving Corporation to, honor without modification all employee severance plans (or policies) and employment and severance agreements of the Company or any of its Subsidiaries (i) which have been delivered to Parent prior to the execution and delivery of this Agreement, or (ii) which are hereafter entered into accordance with Section 4.01 of the Company Disclosure Schedule as such agreements shall be in effect in accordance with the terms of this Agreement at the Effective Time.

Option Plans and Benefits, Etc. (a) Prior to the Effective Time, the parties Parties to this Agreement shall take all such actions as shall be necessary to effectuate the provisions of Section 1.09, including without limitation, timely 1.06(c). The Company shall take such action by as is necessary to cause the Board of Directors ending date of the Company, if any is required, in accordance with then current offering period under the applicable option plans Company Stock Purchase Plans to elect be prior to pay holders of Company Options, upon any exercise thereof, the applicable cash amount in lieu of delivery of the Shares and take any additional action required to ensure that no such Company Options remain otherwise outstanding after the Effective Time (in each case, including, without limitation, Company Options granted under and to terminate such plans as of the Company's non-employee Directors Plan)Effective Time. (b) Parent The Company shall either (i) cause the Company Employee Plans in effect at the date of this Agreement use its best efforts to remain in effect until the third anniversary of obtain prior to the Effective Time or (iian acknowledgment from each former PAS stockholder who may be entitled to receive shares of Company Common Stock pursuant to the PAS Obligations, that from and after the Effective Time Tyco Common Shares will be issued in lieu of shares of Company Common Stock issuable pursuant to the PAS Obligations, as provided in Section 1.06(c)(2) maintain until such date, employee benefit plans which in the aggregate, provide a substantially similar level of benefits as those provided under comparable Company Employee Plans with respect to employees of the Company covered under such plans as of the date of this Agreement; provided, however, that the foregoing shall not apply to any provisions of any Company Employee Plan under which employees may receive, or under which employee benefits are based on, Company Common Stock or to the extent inconsistent with any employment agreement with any employee. (c) Parent and Sub agree that, effective as of the Effective Time, Parent shall, and or shall cause the Surviving Corporation and its subsidiaries and successors to, honor without modification all employee severance plans (or policies) and employment and severance agreements provide those persons who, immediately prior to the Effective Time, were employees of the Company or any of its Subsidiaries subsidiaries ("Retained Employees") with employee welfare and retirement plans and programs which provide benefits that are, in the aggregate, substantially similar to those provided to such Retained Employees immediately prior to the date hereof. With respect to such benefits, (i) which have been delivered to Parent service accrued by such Retained Employees during employment with the Company and its subsidiaries prior to the execution and delivery Effective Time shall be recognized for all purposes, except to the extent necessary to prevent duplication of this Agreementbenefits, or (ii) which are hereafter entered into accordance with any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Employee Plan (as defined in Section 4.01 of the Company Disclosure Schedule as such agreements 2.11(a)) and eligibility waiting periods under any group health plan shall be in effect waived with respect to such Retained Employees and their eligible dependents, and (iii) Retained Employees shall be given credit for amounts paid under an Employee Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of this Agreement at the Effective Timeemployee welfare plans maintained by Parent, the Surviving Corporation or their subsidiaries.

Option Plans and Benefits, Etc. (a) Prior to the Effective Time, the parties to this Agreement shall take all such actions as shall be necessary to effectuate the provisions of Section 1.091.06(c). (b) The Company shall take such action as is necessary to cause the ending date of the then current offering period under the Stock Purchase Plan to be prior to the Effective Time and to terminate such plan as of the Effective Time. (c) Beta agrees that, including effective as of the Effective Time, and through December 31, 1999, Beta shall, or shall cause the Surviving Corporation and its subsidiaries and successors to, provide those persons who, immediately prior to the Effective Time, were employees of the Company or its subsidiaries ("Retained Employees") with employee welfare and retirement plans and programs which provide benefits that are, in the aggregate, substantially similar to those provided to such Retained Employees immediately prior to the date hereof. With respect to such benefits, (i) service accrued by such Retained Employees during employment with the Company and its subsidiaries prior to the Effective Time shall be recognized for all purposes, except to the extent necessary to prevent duplication of benefits, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Employee Plan (as defined in Section 2.11(a)) and eligibility waiting periods under any group health plan shall be waived with respect to such Retained Employees and their eligible dependents, and (iii) Retained Employees shall be given credit for amounts paid under any Company Employee Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans maintained by Tyco or its subsidiaries. Without limiting the generality of the foregoing, Beta shall, or shall cause the Surviving Corporation and its subsidiaries and successors to, provide to any person who, immediately prior to the Effective Time, is a retiree under the terms of the Company's retiree medical program retiree medical benefits in accordance with the Company's current practice. (d) Beta agrees to assume, honor, maintain and perform, and cause the Surviving Corporation to assume, honor, maintain and perform in accordance with their respective terms, without limitationdeductions, timely action by counterclaims, interruptions or deferments (other than withholding under applicable law), the Board of Directors Company's employee Severance Plan and all other employment and severance agreements and arrangements, as amended through the date hereof or as contemplated hereby, with respect to employees and former employees and directors and former directors of the Company, if any is requiredincluding, in accordance with but not limited to, those agreements and arrangements set forth on Section 5.13 of the applicable option plans to elect to pay holders of Company Options, upon any exercise thereofDisclosure Schedule (collectively, the applicable cash amount in lieu "Severance Agreements") and any other Company Benefit Plan, agreement or arrangement which provides for the payment or acceleration of delivery benefits to employees, former employees or directors or former directors of the Shares and take Company upon or in connection with a change of control of the Company. (e) It is expressly agreed that the provisions of this Section 5.13 are not intended to be for the benefit of or otherwise be enforceable by any additional action required to ensure that no such Company Options remain otherwise outstanding after the Effective Time (in each casethird party, including, without limitation, Company Options granted under the Company's non-any Retained Employee or any collective bargaining unit or employee Directors Plan)organization. (bf) Parent Nothing herein shall either (i) cause the Company Employee Plans in effect at the date of this Agreement to remain in effect until the third anniversary of the Effective Time prevent Beta or (ii) maintain until such date, employee benefit plans which in the aggregate, provide a substantially similar level of benefits as those provided under comparable Company Employee Plans with respect to employees of the Company covered under such plans as of the date of this Agreement; provided, however, that the foregoing shall not apply to any provisions of any Company Employee Plan under which employees may receive, or under which employee benefits are based on, Company Common Stock or to the extent inconsistent with any employment agreement with any employee. (c) Parent shall, and shall cause the Surviving Corporation tofrom amending or modifying any employee benefit plan, honor without modification all employee severance plans (program or policies) arrangement in any respect or terminating or modifying the terms and conditions of employment and severance agreements of the Company any particular Retained Employee or any of its Subsidiaries (i) which have been delivered to Parent prior to the execution and delivery of this Agreement, or (ii) which are hereafter entered into accordance with Section 4.01 of the Company Disclosure Schedule as such agreements shall be in effect in accordance with the terms of this Agreement at the Effective Timeother person.