Common use of Provision of Benefits Clause in Contracts

Provision of Benefits. For the 12 month period commencing on the Acceptance Date, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘Seller Employees’’) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof. The Parent will treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent or any Subsidiary of the 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 not for 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, the Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employee under any of the 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 the Parent or any Subsidiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time.

Provision of Benefits. For the 12 month period commencing on the Acceptance DateThe Buyer Parties shall, the Parent agrees to and shall cause the Surviving Corporation to maintain the compensation levelsIONA to, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘Seller Employees’’) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof. The Parent will treat, and cause the applicable benefit plans to treat, the service of the Seller IONA Employees with the Seller IONA or any Subsidiary of the Seller IONA attributable to any period before the Effective Time as service rendered to the Parent Buyer Parties or any Subsidiary of the Parent Surviving Corporation for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, participation but not for excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent the Buyer Parties or eligibility for retiree welfare benefit plans or as would otherwise result in a any duplication of benefits. Without limiting the foregoing, the Parent Buyer Parties shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent Buyer Parties to be waived with respect to the Seller IONA Employees and their eligible dependents, to the extent waived the IONA Employees have satisfied any similar limitations or requirements under the corresponding plan in which the Seller Employee IONA Employees participated immediately prior to the Acceptance DateClosing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such result, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by Seller Employee the IONA Employees under any of the SellerIONA’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 the Parent Buyer Parties or any Subsidiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such resultBuyer Parties. Except with respect to employees who have entered into employment agreements with Seller IONA or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure ScheduleSubsidiaries, and subject to Section 7.4(c7.7(d) hereof, the Seller IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘Buyer Parties “at will’’ ” and nothing shall be construed to limit the ability of the Parent Buyer Parties or the Surviving Corporation to terminate the employment of any such Seller IONA Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.

Provision of Benefits. For the 12 twelve (12) month period commencing on the Acceptance Date, the Parent agrees to cause the Surviving Corporation to maintain the compensation levelshealth benefits, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller Personnel who remain employed after the Effective Time (collectively, the ‘‘“Seller Employees’’”) at the same levels which that are, in the aggregate, comparable to those in effect for the Seller Employees similarly situated employees of Parent on the date hereof. The Parent will 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 the Seller Employees with the Seller or any Subsidiary of the Seller attributable to any period before the Effective Time as service rendered to Parent, the Parent Surviving Corporation or any Subsidiary of the 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 not for 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, the Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employee Employees under any of the 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 the Parent or any Subsidiary of the Parent. The Parent will 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 with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘“at will’’ ” and nothing shall be construed to limit the ability of the 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.

Provision of Benefits. For the 12 month period commencing on the Acceptance Closing Date, the Parent Buyer agrees to cause the Surviving Corporation to maintain the compensation and benefit levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement)incentives, retirement, health and welfare benefits, but not and any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘"Seller Employees’’") at the same levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided, however, that any amount that would be payable in the form of restricted stock shall be payable by the Buyer, at its option, in the form of either cash or stock options of equivalent value (with the understanding that any calculation of stock options of equivalent value shall be made in accordance with the procedures set forth in Section 6.7(a) of the Seller Disclosure Schedule). The Parent Buyer and the Seller shall make any necessary amendments to their respective benefit plans to effectuate the preceding sentence, including, without limitation, any amendment to exclude each other's employees from their respective 401(k) plans during such 12 month period. Thereafter, the Buyer agrees to cause the Surviving Corporation to provide the Seller Employees with at least the types and levels of employee benefits (including employee contribution levels) maintained from time to time by the Buyer or any subsidiary of the Buyer for similarly situated employees of the Buyer. The Buyer will treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent Buyer or any Subsidiary subsidiary of the Parent Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participationall purposes, but not for benefit accrual (including minimum pension amount) and ), including eligibility for early retirement under any defined benefit plan of Parent Buyer Pension Plan or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefitsplans. Without limiting the foregoing, the Parent Buyer shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent Buyer to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance Closing Date, and any deductibles paid by Seller Employee under any of the Seller’s '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 the Parent Buyer or any Subsidiary subsidiary of the ParentBuyer upon delivery to the Buyer of appropriate documentation. The Parent Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect Notwithstanding anything to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, contrary herein and subject to Section 7.4(c6.7(e) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘Buyer "at will’’ " and nothing shall be construed to limit the ability of the Parent Buyer or the Surviving Corporation to terminate the employment of any such Seller Employee at any time, subject to the payment of any severance in accordance with the terms and conditions of any Seller severance agreement, plan and arrangement in existence as of the date hereof, still in effect as of the date of such termination of employment, and disclosed in Section 6.7(a) of the Seller Disclosure Schedule (the "Seller Severance Arrangements").

Provision of Benefits. For the 12 month period commencing on the Acceptance Date, the Parent agrees Buyer shall or shall cause one or more of its Affiliates to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘Seller Employees’’) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof. The Parent will treat, and cause the applicable benefit plans to treat, credit the service of the Seller Continuing Employees with the Seller or any Subsidiary of the Seller Acquired Companies attributable to any period before the Effective Time as service rendered to the Parent Buyer or any Subsidiary of the Parent its Affiliates for purposes of (x) eligibility to participateand vesting; and (y) vacation accrual and severance benefit determinations under any benefit or compensation plan, vesting and for other appropriate benefits includingprogram, but not limited to, applicability agreement or arrangement that may be established or maintained by Buyer or any of minimum waiting periods for participation, but not for benefit accrual its Affiliates (including minimum pension amountthe Acquired Companies) and eligibility for early retirement after the Effective Time (the “New Plans”) to the extent such service was taken into account under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as the analogous Benefit Plan immediately prior to the Effective Time; provided, that no such prior service shall be taken into account to the extent it would otherwise result in a the duplication of benefitsbenefits to any Continuing Employee. Without limiting the foregoingIn addition, the Parent Buyer shall use commercially reasonable efforts to (A) cause any to be waived all pre-existing conditions or condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods or required physical examinations and evidence of insurability requirements under any health New Plans, and (B) cause any deductible, co-insurance and out-of-pocket covered expenses paid on or similar plan before the Effective Time by any Continuing Employee (or covered dependent of the Parent such employee) to be waived with respect to the Seller Employees taken into account for purposes of satisfying applicable deductible, coinsurance and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employee under any of the 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 the Parent or any Subsidiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed maximum out-of-pocket provisions after the Effective Time under any applicable New Plan. Buyer shall be considered solely responsible for any obligations arising under COBRA with respect to be employed by all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9). Nothing contained herein, express or implied, (a) is intended to confer upon any Continuing Employee any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any benefit plan; (b) subject to compliance with the Parent ‘‘at will’’ and nothing other provisions of this Section 6.17, shall be construed to alter or limit the ability of the Parent Buyer’s or the Surviving Corporation Company’s or their Affiliates’ ability to amend, modify or terminate the employment any particular benefit plan, program, agreement or arrangement; or (c) is intended to confer upon any individual (including employees, retirees or dependents or beneficiaries of employees or retirees) any such Seller Employee at any timeright as a third party beneficiary of this Agreement.

Provision of Benefits. For As soon as practicable after the 12 month period commencing on the Acceptance Date--------------------- Effective Time, the Parent Buyer agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for provide the employees of the Seller and its subsidiaries who remain employed after the Effective Time (the ‘‘"Seller ------ Employees’’") with at least the types and levels which are, in of employee benefits (including --------- employee contribution levels) maintained from time to time by the aggregate, comparable to those in effect Buyer or any Affiliate of the Buyer for similarly-situated employees of the Seller Employees on the date hereofBuyer. The Parent Buyer will treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent Buyer or any Subsidiary Affiliate of the Parent Buyer 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 not for benefit accrual (including minimum pension amount) and ), eligibility for early retirement under any defined benefit plan of Parent or and eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefitsplans, attributable to any period before the Effective Time. Without limiting the foregoing, the Parent Buyer shall cause not treat any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations Seller Employee as a "new" employee for purposes of any exclusions under any health or similar plan of the Parent to be waived with respect to Buyer or any Affiliate of the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance DateBuyer for a pre-existing medical condition, and any deductibles paid by Seller Employee under any of the Seller’s 's or its Subsidiaries’ subsidiaries health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of the Parent Buyer or any Subsidiary Affiliate of the ParentBuyer upon delivery to the Buyer of appropriate documentation. From and after the Effective Time, directors of Seller shall no longer be eligible to participate in any benefit plans of Seller, Buyer or any of their respective Affiliates; provided, however, that such directors may continue to participate in a health plan of Seller, Buyer, or any of their respective Affiliates to the extent provided by the Consolidated Budget Reconciliation Act of 1985. The Parent Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time.

Provision of Benefits. For As soon as practicable after the 12 month period commencing on the Acceptance DateEffective Time, the Parent Buyer agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for provide the employees of the Seller and its subsidiaries who remain employed after the Effective Time (the ‘‘"Seller Employees’’") with at least the types and levels which are, in of employee benefits (including employee contribution levels) maintained from time to time by the aggregate, comparable to those in effect Buyer or any Affiliate of the Buyer for similarly-situated employees of the Seller Employees on the date hereofBuyer. The Parent Buyer will treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent Buyer or any Subsidiary Affiliate of the Parent Buyer 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 not for benefit accrual (including minimum pension amount) and ), eligibility for early retirement under any defined benefit plan of Parent or and eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefitsplans, attributable to any period before the Effective Time. Without limiting the foregoing, the Parent Buyer shall cause not treat any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations Seller Employee as a "new" employee for purposes of any exclusions under any health or similar plan of the Parent to be waived with respect to Buyer or any Affiliate of the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance DateBuyer for a pre-existing medical condition, and any deductibles or out-of-pocket expenses paid by Seller Employee under any of the Seller’s 's or its Subsidiaries’ subsidiaries health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles and out-of-pocket expenses under the health plans of the Parent Buyer or any Subsidiary Affiliate of the ParentBuyer upon delivery to the Buyer of appropriate documentation. The Parent Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time.

Provision of Benefits. For the 12 month period commencing at the Effective Time and ending on the Acceptance DateDecember 31, 2007, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based annual cash incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘“Seller Employees’’”) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided that neither the Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to maintain any plans or arrangements providing for stock-based or stock-related compensation or benefits; provided further, that no such plans or arrangements of the Seller or any of its subsidiaries shall be taken into account in determining whether compensation levels are comparable in the aggregate. The Parent will treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent or any Subsidiary of the Parent (i) for purposes of eligibility to participatefor vacation under the Parent’s vacation program, vesting (ii) for purposes of eligibility and for participation under any health or welfare plan maintained by the Parent (other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual (including minimum pension amountthan any post-employment health or post-employment welfare plan) and (iii) for purposes of eligibility for early retirement and vesting under the Parent’s defined contribution plans (in the case of each of clauses (i), (ii) and (iii), solely to the extent that the Parent makes such plan or program of the Parent available to the Seller Employees and not in any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as case where credit would otherwise result in a duplication of benefitsbenefits for the same period of service). Without limiting the foregoing, to the extent that any Seller Employee participates in any health or other group welfare benefit plan of the Parent following the Effective Time, (A) the Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of the Parent to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance DateEffective Time, and (B) any deductibles paid by Seller Employee under any of the Seller’s or its 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 the Parent or any Subsidiary of the Parent. The Parent will use reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) Table of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time.Contents

Provision of Benefits. For the 12 12-month period commencing on the Acceptance Closing Date, the Parent agrees to Buyer shall cause the Surviving Corporation to maintain to, and the compensation levelsSurviving Corporation shall, including provide base salary, cash-based incentives and benefits (other than equity-based incentive opportunities (but not particular historic levels of achievement)plans, retirementprograms, health and agreements or arrangements or any severance, pension or retiree welfare benefits, but not any stock-based benefits, ) for the employees of the Seller or any Subsidiary of Seller who remain employed after the Effective Time (collectively, the ‘‘"Seller Employees’’") at levels which are, that are substantially comparable in the aggregate, comparable aggregate to those in effect for the Seller Employees on the date hereof. The Parent will Buyer shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary of the Seller attributable to any period before the Effective Time as service rendered to Buyer or the Parent or any Subsidiary of the Parent Surviving Corporation for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, participation but not for 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 benefitsBuyer. Without limiting the foregoing, the Parent Buyer shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent Buyer to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee Employees participated immediately prior to the Acceptance Closing Date, and any deductibles paid by the Seller Employee Employees under any of the Seller’s '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 the Parent Buyer or any Subsidiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such resultBuyer. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure ScheduleSubsidiaries, and subject to Section 7.4(c6.6(d) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘Surviving Corporation "at will’’ " and nothing shall be construed to limit the ability of the Parent Buyer or the Surviving Corporation to terminate the employment of any such Seller Employee at any time.

Provision of Benefits. For the 12 month period commencing on at the Acceptance DateEffective Time and ending twelve (12) months after the Effective Time, except to the extent better terms are provided to a Continuing Employee in any Offer Letters entered into between Parent and any Continuing Employee prior to the Effective Time, Parent agrees to cause the Surviving Corporation provide each Continuing Employee with base salary or wages, as applicable, and commission opportunity or target bonus opportunity, as applicable, in each case no less favorable than those provided to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after such Continuing Employees immediately prior to the Effective Time and benefits (the ‘‘Seller Employees’’other than defined benefit pension benefits, retiree medical, severance, perquisites and equity-based incentives) at levels which are, are no less favorable in the aggregateaggregate than either (a) those provided to such Continuing Employees immediately prior to the Effective Time or (b) those provided by Parent (including its Affiliates) to similarly situated employees of Parent (or its Affiliates), comparable with the choice of (a) or (b) to those be made by Parent in effect for the Seller Employees on the date hereofits sole discretion. The Parent will treat, and use commercially reasonable efforts to cause the applicable benefit plans to treat, the service of the Seller Continuing Employees with the Seller or any Subsidiary of the Seller Company attributable to any period before the Effective Time as service rendered to the Parent or any Subsidiary of the Parent for purposes of eligibility to participate, participate in and vesting (other than with respect to equity-based incentives) under Parent’s health and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual (including minimum pension amountwelfare plan(s) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as contribution plan(s), except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, to the extent that any Continuing Employee participates in any health or other group welfare benefit plan of Parent following the Effective Time, Parent shall use commercially reasonable efforts to: (A) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of the Parent to be waived with respect to the Seller Continuing Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Continuing Employee participated immediately prior to the Acceptance DateEffective Time, and (B) provide credit for any deductibles paid by Seller Employee Continuing Employees under any of the SellerCompany’s or its 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 the Parent or any Subsidiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(sNothing contained herein, express or implied, (x) is intended to ensure such result. Except with respect confer upon any Continuing Employee any right to employees who have entered into continued employment agreements with Seller for any period or its Subsidiaries listed on Section 7.4(ccontinued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any benefit plan, (y) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to alter or limit the ability of the Parent Parent’s or the Surviving Corporation Company’s or their Affiliates’ ability to amend, modify or terminate the employment any particular benefit plan, program, agreement or arrangement or (z) is intended to confer upon any individual (including employees, retirees or dependents or beneficiaries of employees or retirees) any such Seller Employee at any timeright as a third party beneficiary of this Agreement.

Provision of Benefits. For the 12 month period commencing on at the Acceptance Date, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities Effective Time and ending twelve (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed 12) months after the Effective Time (or earlier to the ‘‘Seller Employees’’extent a Continuing Employee’s employment terminates earlier), except to the extent better terms are provided to a Continuing Employee in any Offer Letter entered into between Parent and any Continuing Employee prior to the Effective Time, Parent agrees to provide each Continuing Employee with (i) at levels which areseverance benefits that are substantially consistent with the benefits provided to similarly situated employees of Parent (or its Affiliates) and (ii) base salary, target bonus and employee benefits that are no less in the aggregateaggregate than the base salary, comparable to those in effect for the Seller Employees on the date hereof. The Parent will treattarget bonus, and cause other employee benefits provided to such Continuing Employee by the Company prior to the Closing. With respect to any benefit plan maintained by Parent or an Affiliate of Parent in which Continuing Employees are eligible to participate, Parent shall also use commercially reasonable efforts, and subject to the terms of the applicable benefit plans, to (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such Continuing Employees under the group health plans to treat, the service of the Seller Employees Company or any of its Subsidiaries prior to the Closing and (ii) provide each Continuing Employee with credit for any copayments and deductibles paid prior to the Closing in satisfying any analogous deductible or out of pocket requirements to the extent applicable under any such plan. Where applicable, subject to the terms of the applicable benefit plans, Parent shall use commercially reasonable efforts (but automatically applicable if required by applicable Law) to credit or cause to be credited each Continuing Employee’s length of service with the Seller Company or any Subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent or any Subsidiary of the Parent its Subsidiaries for purposes of eligibility to participateeligibility, vesting and for other appropriate benefits including, but not limited to, applicability purposes of minimum waiting periods for participation, but not for benefit accrual (including minimum pension amount) future vacation and eligibility for early retirement sick day accruals and determining severance amounts under any defined benefit plan of Parent or eligibility for retiree welfare the Parent’s employee benefit plans or to the same extent and for the same purpose as such service was recognized under the analogous Company benefit plan; provided, however, that such service shall not be recognized to the extent that it would otherwise result in a duplication of benefits. Without limiting the foregoingNothing contained herein, the Parent express or implied, (a) is intended to confer upon any Continuing Employee any right to continued employment for any period or continued receipt of any specific employee benefit, or shall cause constitute an amendment to or any pre-existing conditions other modification of any benefit plan, (b) shall alter or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employee under any of the Sellerlimit Parent’s or its Subsidiariesthe Company’s or their Affiliates’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement or (c) is intended to confer upon any individual (including employees, retirees or dependents or beneficiaries of the Parent employees or retirees) any Subsidiary right as a third party beneficiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any timethis Agreement.

Provision of Benefits. For the 12 month period commencing at the Effective Time and ending on the Acceptance DateDecember 31, 2007, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based annual cash incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘“Seller Employees’’”) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided that neither the Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to maintain any plans or arrangements providing for stock-based or stock-related compensation or benefits; provided further, that no such plans or arrangements of the Seller or any of its subsidiaries shall be taken into account in determining whether compensation levels are comparable in the aggregate. The Parent will treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent or any Subsidiary of the Parent (i) for purposes of eligibility to participatefor vacation under the Parent’s vacation program, vesting (ii) for purposes of eligibility and for participation under any health or welfare plan maintained by the Parent (other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual (including minimum pension amountthan any post-employment health or post-employment welfare plan) and (iii) for purposes of eligibility for early retirement and vesting under the Parent’s defined contribution plans (in the case of each of clauses (i), (ii) and (iii), solely to the extent that the Parent makes such plan or program of the Parent available to the Seller Employees and not in any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as case where credit would otherwise result in a duplication of benefitsbenefits for the same period of service). Without limiting the foregoing, to the extent that any Seller Employee participates in any health or other group welfare benefit plan of the Parent following the Effective Time, (A) the Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of the Parent to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance DateEffective Time, and (B) any deductibles paid by Seller Employee under any of the Seller’s or its 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 the Parent or any Subsidiary of the Parent. The Parent will use reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time.

Provision of Benefits. For the 12 month period commencing on at the Acceptance Closing Date and ending twelve (12) months after the Closing Date, the Parent Buyer agrees to cause the Surviving Corporation Company to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for provide the employees of the Seller Company who remain employed after the Effective Time Closing Date, the employees of Seller who become employed by the Company after the Closing Date, and the non-employee service providers of the Company based in India, United Kingdom and Spain who remain in service or who commence service with the Company after the Closing Date (collectively, the ‘‘Seller “Business Employees’’”) at levels with: (i) base salary, base rate of pay, hourly wages, or service provider fees which areare no less than the base salary, base rate of pay, hourly wages, or service provider fees provided by the Company or Seller, as applicable, immediately prior to the Closing; (ii) target annual cash bonus opportunities, if any, which are no less than the target annual cash bonus opportunities provided by the Company or Seller, as applicable, immediately prior to the Closing; and (iii) retirement and welfare benefits that are substantially comparable in the aggregate, comparable aggregate to those in effect for provided by the Seller Employees on Company or Seller, as applicable, immediately prior to the date hereofClosing. The Parent Buyer will treat, and cause the applicable benefit plans to treat, the service of the Seller Business Employees with the Seller Company or any Subsidiary of the Seller Seller, as applicable, attributable to any period before the Effective Time Closing Date as service rendered to the Parent Buyer or any Subsidiary of the Parent Buyer for purposes of eligibility to participateand vesting under Buyer’s vacation program, vesting health or welfare plan(s) maintained by Buyer, and for other appropriate benefits includingBuyer’s 401(k) Plan, but not limited to, applicability of minimum waiting periods for participation, but not for 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, to the Parent extent that any Business Employee participates in any group health plan of Buyer following the Closing Date, Buyer shall use commercially reasonable measures to (A) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any group health or similar plan of the Parent Buyer to be waived with respect to the Seller Business Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Business Employee participated immediately prior to the Acceptance Closing Date, and (B) any deductibles paid by Seller Business Employee under any of the Seller’s or its Subsidiaries’ Employee Benefit Plans that are group health plans plans, as applicable, in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles under the group health plans of the Parent Buyer or any Subsidiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.4(c) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘at will’’ and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any timeBuyer.

Provision of Benefits. For the 12 month period commencing on the Acceptance DateEffective Time, the Parent AVANT agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller Celldex or its subsidiaries who remain employed after the Effective Time (the ‘‘Seller “Celldex Employees’’”) at levels which are, in the aggregate, comparable to those in effect for the Seller Celldex Employees on the date hereof. The Parent AVANT will treat, and cause the applicable benefit plans to treat, the service of the Seller Celldex Employees with the Seller Celldex or any Subsidiary of the Seller Celldex attributable to any period before the Effective Time as service rendered to the Parent or any Subsidiary of the Parent AVANT 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 not for benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent AVANT or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, the Parent AVANT shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent AVANT to be waived with respect to the Seller Celldex Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Celldex Employee participated immediately prior to the Acceptance DateEffective Time, and any deductibles paid by Seller Celldex Employee under any of the SellerCelldex’s or its Subsidiariessubsidiaries’ health plans in the plan year in which the Acceptance Date Effective Time occurs shall be credited towards deductibles under the health plans of the Parent or any Subsidiary of the ParentAVANT. The Parent AVANT will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller Celldex or its Subsidiaries subsidiaries listed on Section 7.4(c2.17(e) of the Seller Celldex Disclosure Schedule, and subject to Section 7.4(c5.15(c) hereof, the Seller Celldex Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘AVANT “at will’’ ” and nothing shall be construed to limit the ability of the Parent AVANT or the Surviving Corporation to terminate the employment of any such Seller Celldex Employee at any time.

Provision of Benefits. For the 12 month period commencing on the Acceptance Closing Date, the Parent Buyer agrees to cause the Surviving Corporation to maintain the compensation and benefit levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement)incentives, retirement, health and welfare benefits, but not and any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘“Seller Employees’’”) at the same levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided, however, that any amount that would be payable in the form of restricted stock shall be payable by the Buyer, at its option, in the form of either cash or stock options of equivalent value (with the understanding that any calculation of stock options of equivalent value shall be made in accordance with the procedures set forth in Section 6.7(a) of the Seller Disclosure Schedule). The Parent Buyer and the Seller shall make any necessary amendments to their respective benefit plans to effectuate the preceding sentence, including, without limitation, any amendment to exclude each other’s employees from their respective 401(k) plans during such 12 month period. Thereafter, the Buyer agrees to cause the Surviving Corporation to provide the Seller Employees with at least the types and levels of employee benefits (including employee contribution levels) maintained from time to time by the Buyer or any subsidiary of the Buyer for similarly-situated employees of the Buyer. The Buyer will treat, and cause the applicable benefit plans to treat, the service of the Seller Employees with the Seller or any Subsidiary subsidiary of the Seller attributable to any period before the Effective Time as service rendered to the Parent Buyer or any Subsidiary subsidiary of the Parent Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participationall purposes, but not for benefit accrual (including minimum pension amount) and ), including eligibility for early retirement under any defined benefit plan of Parent Buyer Pension Plan or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefitsplans. Without limiting the foregoing, the Parent Buyer shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent Buyer to be waived with respect to the Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Seller Employee participated immediately prior to the Acceptance Closing Date, and any deductibles paid by Seller Employee under any of the 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 the Parent Buyer or any Subsidiary subsidiary of the ParentBuyer upon delivery to the Buyer of appropriate documentation. The Parent Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect Notwithstanding anything to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, contrary herein and subject to Section 7.4(c6.7(e) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘Buyer “at will’’ ” and nothing shall be construed to limit the ability of the Parent Buyer or the Surviving Corporation to terminate the employment of any such Seller Employee at any time, subject to the payment of any severance in accordance with the terms and conditions of any Seller severance agreement, plan and arrangement in existence as of the date hereof, still in effect as of the date of such termination of employment, and disclosed in Section 6.7(a) of the Seller Disclosure Schedule (the “Seller Severance Arrangements”).

Provision of Benefits. For As of and for the 12 twelve (12) month period commencing immediately following the Effective Time, Parent will either (a) continue certain Company Plans, (b) permit Company Employees and, as applicable, their eligible dependents, to participate in the employee benefit plans, programs or policies (including without limitation any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, per personal time off plans or programs) of Parent, in each case on terms substantially similar in the Acceptance Dateaggregate to those provided to similarly situated employees of Parent, including with respect to geographical location, or (c) a combination of clauses (a) and (b). To the extent Parent agrees elects to have Company Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Effective Time, Parent shall, and shall cause the Surviving Corporation to maintain the compensation levelsto, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘Seller Employees’’) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof. The Parent will treat, and cause the applicable benefit plans in which Company Employees are entitled to participate to treat, the service of the Seller Company Employees with the Seller Company or any Subsidiary of the Seller Company or predecessor employers attributable to any period before the Effective Time as service rendered to Parent, the Parent Surviving Corporation or any Subsidiary of the Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, including the applicability of minimum waiting periods for participation, but not for excluding benefit accrual (including minimum pension amount) ), equity incentive plans 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, with respect to Company Employees who are employed by Parent or a Subsidiary of Parent in the United States, Parent shall cause any pre-existing conditions or (actively at work or similar) limitations, eligibility waiting periods periods, evidence of insurability requirements or required physical examinations under any health or similar plan of the Parent to be waived with respect to the Seller Company Employees and their eligible dependents; provided, however, that with respect to preexisting conditions, such conditions shall be waived to the extent waived under the corresponding plan in which the Seller Employee Company Employees participated immediately prior to the Acceptance Datedate Company Employees and their eligible dependents are transitioned to Parent’s health or similar plans. With respect to Company Employees who are employed by Parent or a Subsidiary of Parent in the United States, and Parent shall also cause any deductibles paid by Seller Employee Company Employees under any of the SellerCompany’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall (or the Closing Date occurs, if the Closing Date occurs in a subsequent plan year and Company Employees and their eligible dependents are not transitioned to Parent’s health or similar plans until such subsequent plan year) to be credited towards deductibles under the health plans of the Parent or any Subsidiary of the Parent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with Seller or its Subsidiaries listed on Section 7.4(c) of the Seller Disclosure Scheduleas otherwise required under applicable Laws, and subject to Section 7.4(c) hereof, the Seller Company Employees who remain employed after the Effective Time shall be considered to be employed by the Parent ‘‘“at will’’ ” and nothing shall be construed to limit the ability of the Parent or the Surviving Corporation to terminate the employment of any such Seller Company Employee at any time.