Common use of Provision of Benefits Clause in Contracts

Provision of Benefits. For the twelve (12) month period commencing on the Acceptance Date, Parent agrees to cause the Surviving Corporation to maintain health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent 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 Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of 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 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, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of 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 Parent or any Subsidiary of Parent. Parent 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. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of 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 twelve (12) 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 benefits, 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 that which are, in the aggregate, comparable to those in effect for similarly situated employees of Parent the Seller Employees on the date hereof. The Parent shall, and shall cause the Surviving Corporation to, will 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 Surviving Corporation 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 excluding 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 Employees Employee participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees 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 shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to 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. 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 twelve (12) month period commencing on the Acceptance Date, Parent agrees to cause the Surviving Corporation to maintain health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent The Buyer Parties shall, and shall cause the Surviving Corporation IONA to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the IONA Employees with Seller IONA or any Subsidiary of Seller IONA attributable to any period before the Effective Time as service rendered to Parent, the Buyer Parties or the Surviving Corporation or any Subsidiary of 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, participation but 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, Parent the Buyer Parties shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent the Buyer Parties to be waived with respect to Seller the 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 Seller the 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 the IONA Employees under any of 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 Parent the Buyer Parties or any Subsidiary of Parentthe Buyer Parties. Parent shallExcept with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and shall cause subject to Section 7.7(d) hereof, the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller IONA Employees who remain employed after the Effective Time shall be considered to be employed by Parent the Buyer Parties “at will” and nothing shall be construed to limit the ability of Parent the Buyer Parties or the Surviving Corporation to terminate the employment of any such Seller IONA Employee at any time. Parent The Buyer Parties will cooperate with SellerIONA, and assume all costsat IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller IONA or any Subsidiary of Seller IONA in accordance with all applicable Laws laws and bargaining agreements, if any.

Provision of Benefits. For the twelve (12) 12 month period commencing on the Acceptance Closing Date, Parent the Buyer agrees to cause the Surviving Corporation to maintain the compensation and benefit levels, including cash-based incentives, retirement, health benefits, and welfare benefits, but not and 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 that 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 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 Parent on the date hereofBuyer. Parent shall, and shall cause the Surviving Corporation to, The Buyer will 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 subsidiary of the Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation Buyer or any Subsidiary subsidiary of Parent the Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits includingall purposes, but not limited to, applicability of minimum waiting periods for participation, but excluding 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, Parent the Buyer shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent the 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 Employees Employee participated immediately prior to the Acceptance Closing Date, and any deductibles paid by Seller Employees 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 Parent the Buyer or any Subsidiary subsidiary of Parentthe Buyer upon delivery to the Buyer of appropriate documentation. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to The Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result. Notwithstanding anything to the contrary herein and subject to Section 6.7(e) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by Parent “the Buyer "at will” " and nothing shall be construed to limit the ability of Parent the Buyer 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 subject to the payment of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller severance in accordance with all applicable Laws the terms and bargaining agreementsconditions of any Seller severance agreement, if anyplan 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 twelve (12) -month period commencing on the Acceptance Closing Date, Parent agrees to Buyer shall cause the Surviving Corporation to maintain health benefitsto, and the Surviving Corporation shall, provide base salary, cash-based incentives and benefits (other than equity-based incentive plans, programs, agreements or arrangements or any severance, pension or retiree welfare benefits, but not any stock-based benefits, ) for the employees of Seller Personnel or any Subsidiary of Seller who remain employed after the Effective Time (collectively, the “"Seller Employees”") at the same levels that are, are substantially comparable in the aggregate, comparable aggregate to those in effect for similarly situated employees of Parent the Seller Employees on the date hereof. Parent Buyer 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 Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, Buyer or the Surviving Corporation or any Subsidiary of 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, participation but 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, Parent Buyer shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of 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 Employees participated immediately prior to the Acceptance Closing Date, and any deductibles paid by the Seller Employees under any of 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 Parent Buyer or any Subsidiary of ParentBuyer. Parent shallExcept with respect to employees who have entered into employment agreements with Seller or its Subsidiaries, and shall cause subject to Section 6.6(d) hereof, the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees who remain employed after the Effective Time shall be considered to be employed by Parent “the Surviving Corporation "at will” " and nothing shall be construed to limit the ability of Parent Buyer 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 period commencing at the Closing Date and ending twelve (12) month period commencing on months after the Acceptance Closing Date, Parent the Buyer agrees to cause the Surviving Corporation Company to maintain health benefits, welfare benefits, but not any stock-based benefits, for provide the Seller Personnel employees of the 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 with: (i) base salary, base rate of pay, hourly wages, or service provider fees which are no less than the same levels 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, are substantially comparable in the aggregate, comparable aggregate to those in effect for similarly situated employees of Parent on provided by the date hereofCompany or Seller, as applicable, immediately prior to the Closing. Parent shall, and shall cause the Surviving Corporation to, Buyer will treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Business Employees with Seller the Company or any Subsidiary of Seller Seller, as applicable, attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation Buyer or any Subsidiary of 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 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 except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent to the 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 Parent Buyer to be waived with respect to Seller the Business Employees and their eligible dependents, to the extent waived under the corresponding plan in which Seller Employees the Business Employee participated immediately prior to the Acceptance Closing Date, and (B) any deductibles paid by Seller Employees Business Employee under any of Seller’s or its Subsidiaries’ the 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 Parent Buyer or any Subsidiary of Parent. Parent 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. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of 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 anyBuyer.

Provision of Benefits. For the twelve (12) 12 month period commencing on the Acceptance DateEffective Time, 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 benefits, and welfare benefits, but not any stock-based benefits, for the Seller Personnel employees of Celldex or its subsidiaries who remain employed after the Effective Time (collectively, the “Seller Celldex Employees”) at the same levels that which are, in the aggregate, comparable to those in effect for similarly situated employees of Parent the Celldex Employees on the date hereof. Parent shall, and shall cause the Surviving Corporation to, AVANT will treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Celldex Employees with Seller Celldex or any Subsidiary of Seller Celldex attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of 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 excluding 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, Parent AVANT shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent AVANT to be waived with respect to Seller the Celldex Employees and their eligible dependents, to the extent waived under the corresponding plan in which Seller Employees the Celldex Employee participated immediately prior to the Acceptance DateEffective Time, and any deductibles paid by Seller Employees Celldex Employee under any of 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 Parent or any Subsidiary of ParentAVANT. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to AVANT will make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Except with respect to employees who have entered into employment agreements with Celldex or its subsidiaries listed on Section 2.17(e) of the Celldex Disclosure Schedule, and subject to Section 5.15(c) hereof, the Celldex Employees who remain employed after the Effective Time shall be considered to be employed by Parent AVANT “at will” and nothing shall be construed to limit the ability of Parent AVANT or the Surviving Corporation to terminate the employment of any such Seller Celldex 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 period commencing at the Effective Time and ending twelve (12) month period commencing on months after the Acceptance DateEffective 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 health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after such Continuing Employees immediately prior to the Effective Time and benefits (collectivelyother than defined benefit pension benefits, the “Seller Employees”retiree medical, severance, perquisites and equity-based incentives) at the same levels that are, which are no less favorable in the aggregate, comparable aggregate than either (a) those provided to such Continuing Employees immediately prior to the Effective Time or (b) those in effect for provided by Parent (including its Affiliates) to similarly situated employees of Parent on (or its Affiliates), with the date hereofchoice of (a) or (b) to be made by Parent in its sole discretion. Parent shall, and shall cause the Surviving Corporation to, will treat, and use commercially reasonable efforts to cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Continuing Employees with Seller or any Subsidiary of Seller the Company attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation Parent or any Subsidiary of 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 excluding 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 Parent to be waived with respect to Seller the Continuing Employees and their eligible dependents, to the extent waived under the corresponding plan in which Seller Employees the Continuing Employee participated immediately prior to the Acceptance DateEffective Time, and (B) provide credit for any deductibles paid by Seller Continuing Employees under any of Sellerthe Company’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 Parent or any Subsidiary of Parent. Parent shallNothing contained herein, and express or implied, (x) 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 the Surviving Corporation toconstitute an amendment to or any other modification of any benefit plan, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s(y) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to alter or limit the ability of 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 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 retirees) any right as a third party beneficiary of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anythis Agreement.

Provision of Benefits. For the twelve (12) month period commencing at the Effective Time and ending on December 31, 2007, the Acceptance Date, Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, annual cash incentive opportunities (but not particular historic levels of achievement), retirement, health benefits, 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 that which are, in the aggregate, comparable to those in effect for similarly situated employees of Parent the Seller Employees on the date hereof. ; provided that neither the Parent shall, and shall cause nor the Surviving Corporation tonor 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 in which Seller Employees are entitled to participate 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 Parent, the Surviving Corporation 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 excluding 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 Employees Employee participated immediately prior to the Acceptance DateEffective Time, and (B) any deductibles paid by Seller Employees 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 shall, and shall cause the Surviving Corporation to, will use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of 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 twelve (12) month period commencing at the Effective Time and ending on December 31, 2007, the Acceptance Date, Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, annual cash incentive opportunities (but not particular historic levels of achievement), retirement, health benefits, 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 that which are, in the aggregate, comparable to those in effect for similarly situated employees of Parent the Seller Employees on the date hereof. ; provided that neither the Parent shall, and shall cause nor the Surviving Corporation tonor 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 in which Seller Employees are entitled to participate 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 Parent, the Surviving Corporation 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 excluding 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 Employees Employee participated immediately prior to the Acceptance DateEffective Time, and (B) any deductibles paid by Seller Employees 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 shall, and shall cause the Surviving Corporation to, will use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability Table of 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.Contents

Provision of Benefits. For the twelve (12) 12 month period commencing on the Acceptance Closing Date, Parent the Buyer agrees to cause the Surviving Corporation to maintain the compensation and benefit levels, including cash-based incentives, retirement, health benefits, and welfare benefits, but not and 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 that which are, in the aggregate, comparable to those in effect for similarly situated employees of Parent 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). Parent shallThe Buyer and the Seller shall make any necessary amendments to their respective benefit plans to effectuate the preceding sentence, and shall 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, 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 in which Seller Employees are entitled to participate 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 Parent, the Surviving Corporation Buyer or any Subsidiary subsidiary of Parent the Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits includingall purposes, but not limited to, applicability of minimum waiting periods for participation, but excluding 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, Parent the Buyer shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent the 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 Employees Employee participated immediately prior to the Acceptance Closing Date, and any deductibles paid by Seller 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 Parent the Buyer or any Subsidiary subsidiary of Parentthe Buyer upon delivery to the Buyer of appropriate documentation. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to The Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result. Notwithstanding anything to the contrary herein and subject to Section 6.7(e) hereof, the Seller Employees who remain employed after the Effective Time shall be considered to be employed by Parent the Buyer “at will” and nothing shall be construed to limit the ability of Parent the Buyer 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 subject to the payment of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller severance in accordance with all applicable Laws the terms and bargaining agreementsconditions of any Seller severance agreement, if anyplan 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 twelve (12) month period commencing on immediately following the Acceptance DateEffective Time, Parent agrees will either (a) continue certain Company Plans, (b) permit Company Employees and, as applicable, their eligible dependents, to cause participate in the Surviving Corporation employee benefit plans, programs or policies (including without limitation any plan intended to maintain health benefitsqualify within the meaning of Section 401(a) of the Code and any vacation, welfare benefitssick, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”per personal time off plans or programs) at the same levels that areof Parent, in each case on terms substantially similar in the aggregate, comparable aggregate to those in effect for 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 on elects to have Company Employees and their eligible dependents participate in its employee benefit plans, program or policies following the date hereof. Effective Time, Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Company Employees are entitled to participate to treat, the service of Seller Company Employees with Seller the Company or any Subsidiary of Seller the Company or predecessor employers attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of 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 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 Parent to be waived with respect to 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 Seller 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 Company Employees under any of 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 Parent or any Subsidiary of Parent. Parent shallExcept as otherwise required under applicable Laws, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Company Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Company 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.