Common use of Post-Closing Employee Matters Clause in Contracts

Post-Closing Employee Matters. 7.5.1 The Surviving Corporation shall either: (i) continue the employment of those employees who are employed by the Surviving Corporation on the day after the Closing Date (including those employees on leave of absence, vacation or otherwise absent from work on the day after the Closing Date) but excluding the Schoenemans (the “Covered Employees”) for a period of not less than three (3) months after the Closing Date; or in the alternative (ii) provide an offer of a payment to the Covered Employees sufficient to be an equivalent to base wages which otherwise would have been earned during the three (3) months after the Closing Date, on such terms and conditions (including execution of a release of claims) as the Surviving Corporation deems appropriate in its sole discretion; provided, however, no such payment offer shall be due to any Covered Employee under this paragraph unless the reason for the termination by the Surviving Corporation prior to the end of three (3) months after Closing Date is a consolidation of functions or reduction in force. 7.5.2 The Surviving Corporation agrees that for a period of not less than three (3) months after the Closing Date, the employees of the Surviving Corporation will be provided with group health medical benefits under an employee benefit plan maintained by the Surviving Corporation and/or the Purchaser that are reasonably comparable with that currently being provided by the Corporation or substantially similar to that offered by the Purchaser to its other similarly situated employees. 7.5.3 The Surviving Corporation will credit for purposes of vacation and sick leave benefit accrual, the length of service of the employees with the Corporation prior to the Closing Date, to the same extent that such service would have been credited under any similar type of plan of the Surviving Corporation; provided, however, that such credit shall not result in a duplication for the same period of service. 7.5.4 The Surviving Corporation shall take all such actions as are necessary or appropriate to ensure that each Employee, such employee’s spouse and dependent children covered under a group health plan of the Corporation immediately prior to the Closing Date shall be eligible to enroll for coverage effective as of the date immediately after the Closing Date under a group health plan maintained by the Surviving Corporation and/or the Purchaser. The Surviving Corporation shall take all such reasonable actions as are necessary or appropriate to cause each group health plan maintained by the Surviving Corporation and/or the Purchaser in which an Employee, any such employee’s spouse or dependent children will participate on and immediately after the Closing Date to waive any waiting period, evidence of insurability requirement or pre-existing condition limitation that did not also apply under the applicable group health plan of the Surviving Corporation or the Purchaser, as may be applicable. 7.5.5 To the extent that an employee has paid in whole or in part any annual deductible or paid any out-of-pocket or co-payment expenses (as evidenced by reasonable documentation to be provided to the Surviving Corporation) under a group health plan of the Corporation for 2009, such employees shall be credited therefor an equivalent amount under the corresponding provisions of the corresponding group health plan of the Surviving Corporation and/or the Purchaser in which such employee participates immediately after the Closing Date. 7.5.6 If the Surviving Corporation terminates any of the employees listed on Schedule 7.5.6 within six (6) months after the Closing Date, as a result of a consolidation of functions or reduction in force, the Surviving Corporation shall provide an offer of a payment to the employee equivalent to a minimum of four (4) week’s base pay, on such terms and conditions (including execution of a release of claims) as the Purchaser deems appropriate in its sole discretion. 7.5.7 Nothing contained in this Section 7.5 shall create any third party beneficiary rights in any Covered Employee or other employee, any beneficiary or dependent thereof, with respect to the benefits that may be provided to such Covered Employees or other employee by the Surviving Corporation or the Purchaser or under any employee benefit plan, or with respect to any entitlement of an employee to employment or continued employment with the Surviving Corporation or the Purchaser for any specified period after the Closing Date. 7.5.8 To the extent that any amounts that are required to be contributed or paid pursuant to any Company Benefit Plan, including, without limitation, the Corporation’s 401(k) Plan and the Corporation voluntary profit sharing plan, or the special bonuses described on Schedule 5.19, are accrued on the Closing Balance Sheet, the Surviving Corporation shall make such contributions or payments after the Closing in accordance with the terms of the applicable Company Benefit Plan.

Post-Closing Employee Matters. 7.5.1 The Surviving Corporation (a) Parent or its Affiliates shall either: take such action as may be necessary so that as of the Closing Date the Continuing Employees are (i) continue provided annual base salaries, base wages, and aggregate potential annual incentive compensation opportunities (excluding employee benefits and equity compensation) that shall be substantially similar to such amounts immediately prior to the employment of those employees who are employed by the Surviving Corporation on the day after the Closing Date (including those employees on leave of absence, vacation or otherwise absent from work on the day after the Closing Date) but excluding the Schoenemans (the “Covered Employees”) for a period of not less than three (3) months after the Closing DateClosing; or in the alternative and (ii) provide an offer of a payment employee benefits, plans and programs (excluding base salaries, base wages, incentive compensation, and such plans relating to equity-based compensation arrangements) which, in the aggregate, are substantially similar to those made available by the Company and its Subsidiaries to its Employees immediately prior to the Covered Closing Date. (b) To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and vesting in all benefits provided by Parent and/or the Surviving Corporation to Continuing Employees sufficient as of the Closing Date, such Continuing Employees will be credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Company Employee Plans prior to the Closing Date. The eligibility of such Employee to participate in any welfare benefit plan or program of Parent and/or the Surviving Corporation shall not be an equivalent subject to base wages which otherwise would have been earned during any exclusions for any pre-existing conditions if such individual had met the three (3) months participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Closing Date. Amounts paid before the Closing Date by such Continuing Employees under any health plans of the Company or its Subsidiaries shall, after the Closing Date, on such terms be taken into account in applying deductible and conditions (including execution out-of-pocket limits applicable under the health plans of a release of claims) as Parent and/or the Surviving Corporation deems appropriate in its sole discretion; providedto the same extent as if such amounts had, howeverwhen paid, no been paid under such payment offer shall be due to any Covered Employee under this paragraph unless the reason for the termination by health plans of Parent and/or the Surviving Corporation prior to the end of three (3) months after Closing Date is a consolidation of functions or reduction in forceCorporation. 7.5.2 The Surviving Corporation agrees that for a period of not less than three (3c) months Promptly after the Closing Date, Parent will establish a retention plan (the employees “Employee Retention Pool”) that will consist of a combination of approximately $9,000,000 in cash and approximately 800,000 total stock options to purchase Issuer Common Stock. The final allocation of the Surviving Corporation Employee Retention Pool between cash and stock options will be provided with group health medical benefits under an employee benefit plan maintained determined by the Surviving Corporation and/or the Purchaser that are reasonably comparable with that currently being provided Company’s Chief Executive Officer within limits determined by the Corporation or substantially similar to that offered by the Purchaser to its other similarly situated employeesParent. 7.5.3 The Surviving Corporation (d) No provision of this Section 6.9 is intended, or will credit for purposes of vacation and sick leave benefit accrual, the length of service of the employees with the Corporation prior to the Closing Datebe interpreted, to the same extent that such service would have been credited under provide to nor create for any similar type of plan of the Surviving Corporation; provided, however, that such credit shall not result in a duplication for the same period of service. 7.5.4 The Surviving Corporation shall take all such actions as are necessary or appropriate to ensure that each Employee, such employee’s spouse and dependent children covered under a group health plan of the Corporation immediately prior to the Closing Date shall be eligible to enroll for coverage effective as of the date immediately after the Closing Date under a group health plan maintained by the Surviving Corporation and/or the Purchaser. The Surviving Corporation shall take all such reasonable actions as are necessary or appropriate to cause each group health plan maintained by the Surviving Corporation and/or the Purchaser in which an Employee, any such employee’s spouse or dependent children will participate on and immediately after the Closing Date to waive any waiting period, evidence of insurability requirement or prethird-existing condition limitation that did not also apply under the applicable group health plan of the Surviving Corporation or the Purchaser, as may be applicable. 7.5.5 To the extent that an employee has paid in whole or in part any annual deductible or paid any out-of-pocket or co-payment expenses (as evidenced by reasonable documentation to be provided to the Surviving Corporation) under a group health plan of the Corporation for 2009, such employees shall be credited therefor an equivalent amount under the corresponding provisions of the corresponding group health plan of the Surviving Corporation and/or the Purchaser in which such employee participates immediately after the Closing Date. 7.5.6 If the Surviving Corporation terminates any of the employees listed on Schedule 7.5.6 within six (6) months after the Closing Date, as a result of a consolidation of functions or reduction in force, the Surviving Corporation shall provide an offer of a payment to the employee equivalent to a minimum of four (4) week’s base pay, on such terms and conditions (including execution of a release of claims) as the Purchaser deems appropriate in its sole discretion. 7.5.7 Nothing contained in this Section 7.5 shall create any third party beneficiary rights or any other rights of any kind in any Covered shareholder, Employee or partner of any party hereto or any other employeePerson including, but not limited to, any beneficiary or dependent thereof, with respect to the benefits that may be provided to such Covered Employees or other employee by the Surviving Corporation or the Purchaser or under any employee benefit plan, or with respect to any entitlement rights of an employee to employment or continued employment with the Surviving Corporation or the Purchaser for any specified period after and/or any employee benefits, in favor of any Person, union, association, Continuing Employee, Key Employee, Employee, other employee or former employee, contractor or other entity, other than the Closing Dateparties hereto and their respective successors and permitted assigns, and all provisions of this Section 6.9 will be personal solely among the parties to this Agreement. 7.5.8 To the extent that any amounts that are required to be contributed or paid pursuant to any Company Benefit Plan, including, without limitation, the Corporation’s 401(k) Plan and the Corporation voluntary profit sharing plan, or the special bonuses described on Schedule 5.19, are accrued on the Closing Balance Sheet, the Surviving Corporation shall make such contributions or payments after the Closing in accordance with the terms of the applicable Company Benefit Plan.

Post-Closing Employee Matters. 7.5.1 The Surviving Corporation shall either: (ia) continue With respect to each Person who is an active employee of the employment Company or any of those employees who are employed by the Surviving Corporation on the day after its Subsidiaries immediately prior to the Closing Date (including those employees a “Continuing Employee”), for the period beginning on leave of absence, vacation or otherwise absent from work on the day after the Closing Date) but excluding the Schoenemans (the “Covered Employees”) for a period of not less than three (3) months after the Closing Date; or in the alternative (ii) provide an offer of a payment to the Covered Employees sufficient to be an equivalent to base wages which otherwise would have been earned during the three (3) months after the Closing Date, and ending on such terms and conditions (including execution the one-year anniversary of a release the Closing Date, or, in each case, if earlier, on the date of claims) as the Surviving Corporation deems appropriate in its sole discretion; provided, however, no such payment offer shall be due to any Covered Employee under this paragraph unless the reason for the termination of employment of the relevant Continuing Employee (the “Continuation Period”), Parent shall provide each such Continuing Employee, with (i) a base salary or base wage rate that is no less than the base salary or base wage rate provided to such Continuing Employee by the Surviving Corporation Company or its Subsidiaries as of the date hereof, (ii) annual cash based target incentive compensation and commission opportunities that are comparable in the aggregate to the and annual cash based target incentive compensation and commission opportunities afforded to such Continuing Employee by the Company and its Subsidiaries as of the date hereof, and (iii) employee retirement, health and welfare benefits (but specifically excluding any defined benefit plan benefits, retiree health or welfare benefits, equity based compensation or benefits or long-term incentive compensation), in each case, as determined by Parent after taking into consideration the employee retirement, health and welfare benefits that are generally made available to similarly situated employees of Parent and its Affiliates. (b) During the Continuation Period, for purposes of eligibility to participate and vesting and, with respect to the determination of the level or amount of vacation pay and benefits only, benefit accrual under the benefit and compensation plans, programs, agreements and arrangements of Parent and its Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”), Parent shall, or shall cause its Subsidiaries to, credit each Continuing Employee with his or her years of service with the Company and its Subsidiaries, to the same extent as such Continuing Employee was entitled immediately prior to the end Closing to credit for such service under any substantially similar Employee Plan, except that Parent and its Subsidiaries shall not be required to provide credit for service prior to the Closing (i) where such credit would result in a duplication of three benefits, (3ii) months after Closing Date for benefit accruals under any defined benefit pension or similar plan or any nonqualified deferred compensation plan, (iii) for purposes of any retiree health or welfare plan, or (iv) where prior service is not recognized for similarly-situated employees of Parent and its Affiliates. Parent shall, or shall cause its Subsidiaries to, use commercially reasonable efforts to cause each Continuing Employee to be eligible to participate, without any waiting time, in any and all Parent Plans that are group health plans to the extent coverage under such Parent Plan replaces coverage under a consolidation substantially similar Employee Plan in which such Continuing Employee participated immediately before such replacement to extent such waiting time was met under such Employee Plan. For purposes of functions each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent shall, or reduction in forceshall cause its Subsidiaries to, use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to be waived for such Continuing Employee and his or her covered dependents to the extent such requirements were met or not applicable under the corresponding Employee Plan. 7.5.2 (c) The Surviving Corporation agrees that provisions of this Section ‎‎6.8 are solely for a the benefit of the parties to this Agreement, and no provision of this Section ‎‎6.8 shall constitute or be deemed to (i) guarantee employment for any period of not less than three time for, or preclude the ability of Parent or the Company (3or any of their Affiliates) months to terminate, any Continuing Employee, other employee or other service provider for any reason, (ii) confer upon any Person (including any current or former director, officer or employee of, or consultant or independent contractor to, Parent or the Company) any third party beneficiary or other rights or remedies, (iii) establish, amend or modify any Parent Plan, Employee Plan, or any or any other “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by the Company, the Parent, or any of their respective Affiliates, or (iv) alter or limit the ability of the Parent and its Subsidiaries (including, after the Closing Date, the employees of the Surviving Corporation will be provided with group health medical benefits under an employee Company and its Subsidiaries) to amend, modify or terminate any Parent Plan, Employee Plan or any other benefit plan maintained by the Surviving Corporation and/or the Purchaser that are reasonably comparable with that currently being provided by the Corporation or substantially similar to that offered by the Purchaser to its other similarly situated employees. 7.5.3 The Surviving Corporation will credit for purposes of vacation and sick leave benefit accrualemployment plan, the length of service of the employees with the Corporation prior to the Closing Dateprogram, to the same extent that such service would have been credited under any similar type of plan of the Surviving Corporation; provided, however, that such credit shall not result in a duplication for the same period of service. 7.5.4 The Surviving Corporation shall take all such actions as are necessary agreement or appropriate to ensure that each Employee, such employee’s spouse and dependent children covered under a group health plan of the Corporation immediately prior to the Closing Date shall be eligible to enroll for coverage effective as of the date immediately after the Closing Date under a group health plan maintained by the Surviving Corporation and/or the Purchaser. The Surviving Corporation shall take all such reasonable actions as are necessary or appropriate to cause each group health plan maintained by the Surviving Corporation and/or the Purchaser in which an Employee, any such employee’s spouse or dependent children will participate on and immediately after the Closing Date to waive any waiting period, evidence of insurability requirement or pre-existing condition limitation that did not also apply under the applicable group health plan of the Surviving Corporation or the Purchaser, as may be applicable. 7.5.5 To the extent that an employee has paid in whole or in part any annual deductible or paid any out-of-pocket or co-payment expenses (as evidenced by reasonable documentation to be provided to the Surviving Corporation) under a group health plan of the Corporation for 2009, such employees shall be credited therefor an equivalent amount under the corresponding provisions of the corresponding group health plan of the Surviving Corporation and/or the Purchaser in which such employee participates immediately arrangement after the Closing Date. 7.5.6 If the Surviving Corporation terminates any of the employees listed on Schedule 7.5.6 within six (6) months after the Closing Date, as a result of a consolidation of functions or reduction in force, the Surviving Corporation shall provide an offer of a payment to the employee equivalent to a minimum of four (4) week’s base pay, on such terms and conditions (including execution of a release of claims) as the Purchaser deems appropriate in its sole discretion. 7.5.7 Nothing contained in this Section 7.5 shall create any third party beneficiary rights in any Covered Employee or other employee, any beneficiary or dependent thereof, with respect to the benefits that may be provided to such Covered Employees or other employee by the Surviving Corporation or the Purchaser or under any employee benefit plan, or with respect to any entitlement of an employee to employment or continued employment with the Surviving Corporation or the Purchaser for any specified period after the Closing Date. 7.5.8 To the extent that any amounts that are required to be contributed or paid pursuant to any Company Benefit Plan, including, without limitation, the Corporation’s 401(k) Plan and the Corporation voluntary profit sharing plan, or the special bonuses described on Schedule 5.19, are accrued on the Closing Balance Sheet, the Surviving Corporation shall make such contributions or payments after the Closing in accordance with the terms of the applicable Company Benefit Plan.

Post-Closing Employee Matters. 7.5.1 The Surviving Corporation shall either: (ia) continue As of the Effective Time and for 12 months thereafter (or, if earlier, the date of termination of employment of those employees who are employed by the relevant Continuing Employee), Parent shall, or shall cause the Surviving Corporation on the day after the Closing Date (including those employees on leave of absenceor its Subsidiaries to, vacation or otherwise absent from work on the day after the Closing Date) but excluding the Schoenemans (the “Covered Employees”) for a period of not less than three (3) months after the Closing Date; or in the alternative (ii) provide an offer of a payment to the Covered Employees sufficient to be an equivalent to base wages which otherwise would have been earned during the three (3) months after the Closing Date, on such terms and conditions (including execution of a release of claims) as the Surviving Corporation deems appropriate in its sole discretion; provided, however, no such payment offer shall be due to any Covered Employee under this paragraph unless the reason for the termination by the Surviving Corporation prior to the end of three (3) months after Closing Date is a consolidation of functions or reduction in force. 7.5.2 The Surviving Corporation agrees that for a period of not less than three (3) months after the Closing Date, the employees each employee of the Surviving Corporation and its Subsidiaries who will be employed by Parent or one of its Subsidiaries immediately after the Effective Time (collectively, the "Continuing Employees" and each, a "Continuing Employee") with.employee benefits (other than any defined benefit plan benefits, retiree health or welfare benefits,long-term incentive plans, nonqualified d,eferredcompensation, or equity based incentive compensation or plans) that are substantially comparable to the benefits provided to such Continuing Employee as of immediately prior to the Effective Time under the Company Employee Plans (subject to adjustments to account for historical and future cost increases to the Company for the provision of such benefits). As of the Effective Time and for 12 months thereafter (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent shall, or shall cause the Surviving Corporation or its Subsidiaries to, compensate each Continuing Employee with group health medical benefits a base salary or wage rate and annual cash target bonus opportunity on terms no less favorable to the base salary or wage rate and annual cash target bonus opportunity, respectively, provided to such Continuing Employee immediately prior to the Effective Time, it being understood that Parent shall be allowed to modify any annual cash bonus plan to reflect any changes to the Company and its Subsidiaries that result from the contemplated Transaction to the extent that such changes are not adverse to any of the Continuing Employees relative to the terms that existed prior to the Closing. (b) For purposes of determining eligibility to participate and vesting and, solely with respect to vacation and paid time-off,entitlement to benefits, where length of service is relevant under an any employee benefit plan maintained by of Parent, the Surviving Corporation and/or the Purchaser that are reasonably comparable with that currently being provided by the Corporation or substantially similar their Subsidiaries generally applicable to that offered by the Purchaser to its other similarly situated employees. 7.5.3 The Surviving Corporation will credit for purposes employees of vacation and sick leave benefit accrualParent, the length of service of Surviving Corporation, or their Subsidiaries, as applicable that is made available to the employees with the Corporation Continuing Employees and in which such Continuing Employees did not participate prior to the Closing DateEffective Time (a "Parent Plan") and to **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** the extent permitted by applicable Law, Parent shall provide, or cause to be provided, that the Continuing Employees shall receive service credit under each such Parent Plan (other than a defined benefit plan or equity-based plan) for their period of service with the Company and its Subsidiaries and their respective predecessors (if any) prior to the Closing, to the same extent that such service would have been was credited under any similar type of plan of the Surviving Corporationa comparable Company Employee Plan; provided, however, that such credit shall service need not be credited to the extent that it would result in a duplication for the same period of service. 7.5.4 The Surviving Corporation coverage or benefits. Parent shall take use commercially reasonable efforts to waive, or cause to be waived, all such actions limitations as are necessary or appropriate to ensure that each Employee, such employee’s spouse preexisting conditions exclusions and dependent children covered under a group health plan of the Corporation immediately prior waiting periods with respect to participation and coverage requirements applicable to the Closing Date shall Continuing Employees under any Parent Plan providing medical, dental and vision benefits in which such employees may be eligible to enroll for coverage effective as of the date immediately after the Closing Date under a group health plan maintained by the Surviving Corporation and/or the Purchaser. The Surviving Corporation shall take all such reasonable actions as are necessary or appropriate to cause each group health plan maintained by the Surviving Corporation and/or the Purchaser in which an Employee, any such employee’s spouse or dependent children will participate on and immediately after the Closing Date to waive any waiting period, evidence of insurability requirement or pre-existing condition limitation that did not also apply under the applicable group health plan of the Surviving Corporation or the Purchaser, as may be applicable. 7.5.5 To the extent that an employee has paid in whole or in part any annual deductible or paid any out-of-pocket or co-payment expenses (as evidenced by reasonable documentation to be provided to the Surviving Corporation) under a group health plan of the Corporation for 2009, such employees shall be credited therefor an equivalent amount under the corresponding provisions of the corresponding group health plan of the Surviving Corporation and/or the Purchaser in which such employee participates immediately after the Closing Date. 7.5.6 If the Surviving Corporation terminates any of the employees listed on Schedule 7.5.6 within six (6) months after the Closing Date, as a result other than limitations or waiting periods that would apply if such Continuing Employee had been employed by Parent and its Subsidiaries for the period of a consolidation of functions or reduction in force, the Surviving Corporation shall provide an offer of a payment to the employee equivalent to a minimum of four (4) week’s base pay, on such terms and conditions (including execution of a release of claims) as the Purchaser deems appropriate in its sole discretion. 7.5.7 Nothing contained in this Section 7.5 shall create any third party beneficiary rights in any Covered Employee or other employee, any beneficiary or dependent thereof, with respect to the benefits that may be provided to such Covered Employees or other employee by the Surviving Corporation or the Purchaser or under any employee benefit plan, or with respect to any entitlement of an employee to employment or continued Continuing Employee's employment with the Surviving Corporation Company. Parent shall also use commercially reasonable efforts to provide, or the Purchaser cause to be provided, to Continuing Employees and their eligible dependents with credit for any specified period after co-payments and deductibles paid under Company's medical, dentaland vision plans for the year in which the Closing Dateoccurs under any Parent Plan providing for medical, dental and vision benefits for the purposes of satisfying any applicable co-payments and deductibles in the year in which the Closing occurs. 7.5.8 To (c) Prior to making any written or oral communications to the extent that any amounts Employees in advance of the Closing Date pertaining to compensation or benefit matters that are required to be contributed or paid pursuant to any Company Benefit Plan, including, without limitationaffected by the transactionscontemplated by this Agreement, the Corporation’s 401(k) Plan Company shall provide the Parent with a copy of the intended communication, the Parent shall have a reasonable period of time to review and comment on the communication, and the Corporation voluntary profit sharing plan, or the special bonuses described on Schedule 5.19, are accrued on the Closing Balance Sheet, the Surviving Corporation Company and Parent shall make cooperate in providing any such contributions or payments after the Closing in accordance with the terms of the applicable Company Benefit Planmutually agreeable communication.

Post-Closing Employee Matters. 7.5.1 The Surviving Corporation shall either: (ia) continue From the employment of those employees who are employed by Closing Date through the Surviving Corporation on the day after date that is twelve (12) months following the Closing Date (including those employees on leave or, if earlier, the termination date of absencethe relevant Continuing Employee), vacation Purchaser shall cause the Company or otherwise absent from work on an applicable Affiliate of the day after Purchaser to, provide each employee employed by the Company as of the Closing Date) but excluding Date and whose employment continues with the Schoenemans (the “Covered Employees”) for a period of not less than three (3) months after the Closing Date; Company or in the alternative (ii) provide an offer of a payment to the Covered Employees sufficient to be an equivalent to base wages which otherwise would have been earned during the three (3) months after with Purchaser or such Affiliate immediately following the Closing Date, on as applicable (each such terms and conditions employee, a “Continuing Employee”), with (including execution of a release of claimsi) as the Surviving Corporation deems appropriate in its sole discretion; provided, however, no such payment offer shall be due to any Covered Employee under this paragraph unless the reason for the termination by the Surviving Corporation prior to the end of three (3) months after Closing Date is a consolidation of functions base salary or reduction in force. 7.5.2 The Surviving Corporation agrees that for a period of not less than three (3) months after the Closing Date, the employees of the Surviving Corporation will be provided with group health medical benefits under an employee benefit plan maintained by the Surviving Corporation and/or the Purchaser wages that are reasonably comparable with that currently being no less favorable than the base salary or wages provided by the Corporation or substantially similar to that offered by the Purchaser to its other similarly situated employees. 7.5.3 The Surviving Corporation will credit for purposes such Continuing Employee as of vacation and sick leave benefit accrual, the length of service of the employees with the Corporation immediately prior to the Closing Date, (ii) annual cash bonus or commission opportunities that are no less favorable than the annual cash bonus or commissions opportunities provided to such Continuing Employee as of immediately prior to the Closing Date, and (iii) employee benefits that, in the aggregate, are substantially comparable to the employee benefits (excluding for this purpose any defined benefit pension benefits, transaction bonuses or equity compensation) provided to the Continuing Employees pursuant to the Plans set forth on Section 3.13(a) of the Company Disclosure Letter immediately prior to the Closing Date. (b) With respect to any benefit plans of Purchaser (or its applicable Affiliate) or the Company and in which the Continuing Employees may become eligible to participate following the Closing Date, Purchaser shall cause the Company or Purchaser’s applicable Affiliate to, recognize the Continuing Employees’ prior service with the Company for purposes of eligibility to participate, eligibility for determination of benefits, including severance, and vesting to the same extent that and for the same purpose as such service would have been was credited under the analogous Plan (excluding any similar type of plan of the Surviving Corporationplan, policy, program, agreement or arrangement providing equity or equity-based arrangements, and deferred compensation arrangements); provided, however, that such credit service shall not be credited to the extent doing so would result in a duplication for the same period of service. 7.5.4 The Surviving Corporation benefits or compensation. In addition, Purchaser shall take all such actions as are necessary or appropriate to ensure that each Employee, such employee’s spouse and dependent children covered under a group health plan of the Corporation immediately prior to the Closing Date shall be eligible to enroll for coverage effective as of the date immediately after the Closing Date under a group health plan maintained by the Surviving Corporation and/or the Purchaser. The Surviving Corporation shall take all such use commercially reasonable actions as are necessary or appropriate efforts to cause each group health plan maintained by the Surviving Corporation and/or the Purchaser in which an Employeeapplicable third-party insurance carriers to waive, any such employee’s spouse or dependent children will participate on and immediately after the Closing Date to waive any waiting period, evidence of insurability requirement or pre-existing condition limitation that did not also apply under the applicable any of Purchaser’s (or its Affiliates’) group health plan of plans in which the Surviving Corporation or Continuing Employees are permitted to participate following the PurchaserClosing Date, as may be applicable. 7.5.5 To except to the extent that an employee has paid such pre-existing condition limitation would have been applicable under the comparable Plan immediately prior to such commencement of participation. Purchaser shall use commercially reasonable efforts to cause applicable third-party insurance carriers to recognize, the dollar amount of all expenses incurred by each Continuing Employee (and his or her eligible dependents) during the plan year in whole or in part any annual which the Closing Date occurs for purposes of satisfying such year’s deductible or paid any out-of-pocket or and co-payment expenses (as evidenced by reasonable documentation to be provided to the Surviving Corporation) under a group health plan of the Corporation for 2009, such employees shall be credited therefor an equivalent amount limitations under the corresponding provisions of the corresponding group health plan of the Surviving Corporation and/or the Purchaser relevant Plans in which such employee Continuing Employee participates immediately after the Closing Date. 7.5.6 If (c) The provisions of this Section 6.23 are solely for the Surviving Corporation terminates benefit of the parties to this Agreement, and no Continuing Employee or any other current or former employee, officer, director, manager, or consultant, or any other individual associated therewith or other Person not a party to this Agreement, shall be regarded for any purpose as a third party beneficiary of this Section 6.23. In no event shall the terms of this Agreement be deemed to: (i) establish, adopt, amend or modify any Plan or any other “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit or compensation plan, program, agreement or arrangement maintained or sponsored by Purchaser, the Company, or any of their respective Affiliates; (ii) alter or limit the employees listed on Schedule 7.5.6 within six (6) months ability of Purchaser or the Company and their respective Affiliates to amend, modify, or terminate any Plan or any other benefit or compensation plan, program, policy, contract, agreement, or arrangement after the Closing Date, as a result of a consolidation of functions ; (iii) confer upon any current or reduction in force, the Surviving Corporation shall provide an offer of a payment to the employee equivalent to a minimum of four (4) week’s base pay, on such terms and conditions (including execution of a release of claims) as the Purchaser deems appropriate in its sole discretion. 7.5.7 Nothing contained in this Section 7.5 shall create any third party beneficiary rights in any Covered Employee or other former employee, any beneficiary or dependent thereofofficer, with respect to the benefits that may be provided to such Covered Employees or other employee by the Surviving Corporation or the Purchaser or under any employee benefit plandirector, or with respect to consultant any entitlement of an employee right to employment or continued employment or continued service (or any particular term or condition of employment or service) with the Surviving Corporation Purchaser or the Company or any of their Affiliates, or constitute or create an employment agreement with any employee; or (iv) alter or limit the ability of Purchaser or any of its Affiliates (including, following the Closing, the Company) to modify the employment or engagement of any Person at any time for any specified period after the Closing Dateor no reason. 7.5.8 To (d) Notwithstanding anything to the extent that any amounts that are required contrary in this Section 6.23, Purchaser’s (or its Affiliates’) obligations under this Section 6.23 shall not limit Purchaser’s (or its Affiliates’) rights to be contributed or paid pursuant to any Company Benefit Planfurlough, including, without limitation, the Corporation’s 401(k) Plan and the Corporation voluntary profit sharing plantemporarily lay off, or terminate the special bonuses described on Schedule 5.19employment or, are accrued on or reduce the Closing Balance Sheetcompensation, the Surviving Corporation shall make such contributions working hours, or payments after the Closing benefits of, any employee because of, in accordance with the terms of the whole or in part, COVID-19 related circumstances, in each case as reasonably determined by Purchaser (or its applicable Company Benefit PlanAffiliate).