Common use of Salaries and Benefits Clause in Contracts

Salaries and Benefits. (i) Seller shall be responsible for (a) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; (b) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8. (ii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer shall be responsible for (a) the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (ia) The Seller shall be responsible for (a) the payment of all wages and other remuneration due to Hired Active that Affected Employees with respect to their services as employees of Seller through have earned up until the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; Effective Time. (b) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8. (ii) The Seller shall be liable for any claims made or incurred by Hired Active Affected Employees and their beneficiaries through up until the Closing Date Effective Time under the Seller's Employee Plans, except as otherwise noted herein. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of all other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles entitled the employee to the benefit. (iiic) Except as otherwise noted herein, and except for any short or long term disability benefits which become due and owing as a result of any Transferred Employee's continuous, uninterrupted short or long-term disability condition, which is in effect as of the Effective Time, Employee Plan coverage of the Seller for Transferred Employees shall cease as of the Effective Time and coverage under the Buyer's plans for eligible Transferred Employees shall immediately commence, except that Buyer shall be responsible may elect (to the extent permitted by law and the applicable plan(s)) to have Seller continue its welfare benefit plan coverage for (a) the payment Transferred Employees through December 31, 2004. Buyer will provide Seller written notice of all wages and other remuneration any such election to Hired Active Employees with respect to their services as employees of Buyer following the Closing Datehave Seller continue such coverage, including pro rata bonus payments and all vacation pay for periods which may have commenced at least 30 days prior to the Closing Date; . If Buyer elects to have Seller continue such coverage, it shall reimburse Seller the full cost of such coverage for Transferred Employees, including external administrative services fees associated with said coverage. For purposes of such reimbursement, a charge will be deemed incurred, in the case of hospital, medical, or dental benefits, when the services that are the subject of the charge are performed and, in the case of all other benefits when an event has occurred or when a September 9, 2004 (bWire) and condition has been diagnosed that entitles the provision following employee to the Closing Date of health plan benefit. The Seller shall be solely responsible for any continuation coverage required by COBRA for those terminated employees of the Seller who are not Transferred Employees, and their qualified beneficiaries. The Buyer shall waive all pre-existing conditions and waiting periods for the Transferred Employees under all pension, 401(k), disability and employee health and welfare plans of the Buyer. (d) The Seller shall retain all assets in the pension and retirement funds of the Seller, and shall distribute pension and retirement benefits which the Transferred Employees shall become entitled to receive from the Seller in accordance with Legal Requirements; the applicable plan document and the Transferred Employees' elections, as applicable. (ce) all notices Effective as of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after , the Closing DateBuyer shall give past service credit to all the Transferred Employees that are not included in any collective bargaining agreement for purposes of determining vesting, eligibility and benefit accruals under all employee benefit programs of the Buyer, with the sole exception of pension plan benefit accruals. (ivf) The Seller will retain all Incentive Savings Plan (401(k) plan) benefits held in the name of the Transferred Employees, if any, unless otherwise directed by a Transferred Employee or unless distribution is otherwise allowed or mandated pursuant to the plan document. The Buyer agrees to accept qualified direct and indirect rollovers from the Seller's Incentive Savings Plan. The Buyer shall cause to be liable accepted all loans or substitute comparable loans to Transferred Employees that are associated with any such rollovers from Seller's Incentive Savings Plan. Any administrative fees or charges associated with the rollovers shall be for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee PlansBuyer's account.

Salaries and Benefits. (i) Seller shall be responsible for (a) Sellers shall, within its normal course of business, but not later than 15 days after the payment of Transfer Date, pay all wages and other remuneration due to Hired Active Transferred Employees with respect to their services as employees of Seller Sellers through the close of business on the Closing day before the Transfer Date, including pro rata quarterly bonus payments, if any; (b) payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned and vested prior to the Closing Date Transfer Date. In addition, Sellers shall pay any benefits due to Affected Employees under any Employee Plan (or required by law or contract), including any termination or severance payments due to the Affected Employees, in accordance with the terms of the applicable Employee Plan (or the applicable law or contract, as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8case may be). (ii) Seller Sellers shall be liable for, and indemnify Buyer and Buyer’s Affiliates for, any liability arising in connection with Seller’s obligation for payment hereunder of any salary or remuneration due to Affected Employees by Sellers and any claims under Employee Plans that were made or incurred by Hired Active Affected Employees and their beneficiaries through the Closing Date under the Employee PlansTransfer Date. For purposes of the immediately preceding sentencethis §5, a charge claim will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge claim are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer Each Seller shall provide a copy of the most recent determination letter from the Internal Revenue Service for each Employee Plan that is intended to be responsible for (aqualified under Section 401(a) of the payment Code, and shall cause each Transferred Employee to become 100% vested in his or her accrued benefits under such plan that is intended to be qualified under Section 401(a) of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing DateCode. (iv) 5(c)(iv) of the Disclosure Schedule contains a complete list of all Employee Plans covering the Affected Employees. Each Seller shall have sole Liability and responsibility for all matters arising out of any Affected Employee’s employment with that Seller, including, all accrued but untaken vacation/paid time off or carry-overs of vacation/paid time off from previous years and claims accruing under any Employee Plans, and Buyer and Buyer’s Affiliates shall be liable have no Liability for the same or for any claims made matters relating to that Seller’s employment of any Affected Employees, including offering continuation health coverage as described in Section 4980B of the Code to any eligible Affected Employee and his or incurred by Hired Active Employees her eligible dependents. (v) Each Seller shall furnish to Buyer a summary of the material terms of each Employee Plan of that Seller affecting the Transferred Employees, including the Seller’s vacation and their beneficiaries following paid-time-off policy and a copy of the summary plan description for each Employee Plan for which a summary plan description exists. (vi) Sellers shall not change any compensation or benefit levels for any Transferred Employee between the Closing Date under and the existing or subsequent Employee PlansTransfer Date, except for any regularly scheduled adjustment to compensation that has previously been disclosed in writing to Buyer prior to Closing.

Salaries and Benefits. (i) Seller and Affiliates shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of to Seller through the close of business on the Closing Date, including pro rata quarterly bonus paymentspayments and, if anyexcept to the extent assumed by buyer under Section 2.5(a)(i), all vacation pay earned prior to the Closing Date; (bB) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior the requirements of COBRA and Sections 601 through 608 of ERISA for Employees; and (C) any and all payments to Employees required under the Worker Adjustment and through Retraining Notification Act (the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8"WARN Act"). (ii) Seller and Affiliates shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans, irrespective of the time at which claims are presented. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee Employee to the benefit. (iii) Buyer shall be responsible for (a) the payment of all wages Seller and other remuneration Affiliates agree to Hired Active discharge Seller's obligations to Employees with respect to their services as employees of Buyer following pay compensation and benefits to which each Employee is entitled pursuant to any Employee Plan through the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to fund its payroll accounts with sufficient funds within an appropriate amount time to satisfy its payroll obligations to Employees through the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage consistent with past practice until each such obligation has been discharged in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Datefull. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (a) Each Seller shall retain and be responsible for (i) the payment of all wages, incentive compensation and other remuneration due to Active Employees with respect to their services as employees of such Seller, including pro rata bonus payments and all vacation pay earned on and prior to the Closing Date; provided, that the Buyers shall cause such payments to be made to such Active Employees to the extent that such pro rata bonus payments and vacation pay have been accrued by the respective Seller as of the Closing Date and the Sellers shall reimburse the Buyers for the amount of any such accruals, (ii) the payment of any deferred compensation or similar benefits (other than severance payments) that arise as a result of the Transaction, (iii) the provision of health plan continuation coverage in accordance with the requirements of COBRA and ERISA §§ 601 through 608 for any Active Employees who do not become Hired Active Employees; provided, that the Buyers shall reimburse the Sellers for the expense of any such coverage that is provided pursuant to the applicable Seller’s severance policy to the extent that the Buyers are obligated to reimburse the Sellers for severance payments to such Active Employee pursuant to Section 8.1, and (iv) any claims made or incurred by Active Employees and their beneficiaries under any of such Seller’s Employee Benefit Plans. (b) Each Buyer shall be responsible for (ai) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on such Buyer, including pro rata bonus payments and all vacation pay earned after the Closing Date, including pro rata quarterly bonus payments, if any; (bii) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to the requirements of COBRA and ERISA §§ 601 through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature 608 for any Hired Active Employees, provided, that the Parties may agree that the Sellers shall provide such health plan continuation coverage for certain Hired Active Employees who’s employment was terminated prior to for a certain period of time, in which case the Buyers shall reimburse the Sellers for the cost of providing such health plan continuation coverage after the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8. and (iiiii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the any of such Buyer’s Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer shall be responsible for (a) the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Benefit Plans.

Salaries and Benefits. (i) Seller shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; (b) payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as Date, if any; and (B) the payment of any termination or severance payments if such amounts employee is not a Hired Active Employee, provided that all Hired Active Employees shall have been considered waive in writing any and all termination or severance payments that would otherwise result from the Purchase Price adjustments pursuant to Section 2.8termination of their employment by Seller. (ii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Prior to the Closing Date, Seller may, in its sole discretion, accelerate some or all of the unvested stock options issued under Seller’s Equity Compensation Plan, in order that the Persons holding such options may exercise such options prior to the Closing Date. Buyer shall be responsible for reimbursing all Persons whose stock options are so accelerated or who exercise options as a result of the Contemplated Transactions an aggregate amount up to $2,000,000, subject to downward adjustment as provided in Section 2.3(b)(iv) (the “Tax Liability Coverage Amount”), on a pro rata basis (based on Tax liability) as to each Person whose stock option is so exercised, to cover any U.S. federal or state Tax liability incurred by such Persons as a result of such acceleration or the exercise of options as a result of the Contemplated Transactions, any amounts payable pursuant to Section 4999 of the Code, or any Tax liability incurred as a result of the payment of the Tax Liability Coverage Amount, which reimbursement shall be payable, at Buyer’s sole discretion either in (a) cash or (b) shares of common stock of Buyer, valued at the payment Augme Average Price as of all wages the earliest date when such Tax liability becomes due and other remuneration payable pursuant to Hired Active Employees applicable Legal Requirements, registered with respect the SEC. Buyer shall make such reimbursement, or shall provide that any shares issued pursuant to their services as employees of Buyer following the Closing Datethis Section are available for resale, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to the Closing Date; time when such Tax liability becomes due and payable pursuant to applicable Legal Requirements, provided that Buyer receives evidence reasonably satisfactory to Buyer and its Tax counsel or accountant substantiating the amount of each such Person’s Tax liability resulting from such accelerated vesting. The Tax Liability Coverage Amount is in addition to the Purchase Price, and any portion of the Tax Liability Coverage Amount not paid within thirty (b30) and the provision days following the Closing Date final determination of health plan continuation coverage in accordance with Legal Requirements; (cthe Adjustment Amount Calculation pursuant to Section 2.3(b) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse as reimbursement as provided herein shall be added to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (iv) Purchase Price. Buyer shall be liable for not assume any claims made outstanding stock options or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plansother equity incentive awards of Seller.

Salaries and Benefits. (a) The Seller will be responsible for: (i) Seller shall be responsible the payment to all Active Employees, consistent with its normal and historical payroll practices, of (1) all Assumed Wages for all payroll periods ending on or prior to the Closing Date, (a2) the payment of all wages and remuneration other remuneration than Assumed Wages due to Hired Active Employees with respect to their services as employees of Seller through the close of business on Seller, including all paid time-off earned prior to the Closing Date, including pro rata quarterly (3) a pro-rated bonus paymentsfor 2008 based upon amounts paid, if any; , to such Active Employee under the Seller’s MIP for 2007, (b4) an amount in cash determined consistent with the Seller’s past practices for all accrued vacation of such Active Employee as of the Closing Date; (ii) the payment of any termination or severance payments (including any that arise as a result of the consummation of the Transactions) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to the requirements of COBRA and ERISA §§ 601 through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof608, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8.and (iiiii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes any of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefitSeller’s Employee Benefits Plans. (iiib) The Buyer shall be responsible for will pay the Seller an amount equal to the Assumed Wages paid by the Seller pursuant to the foregoing clause within five (a5) Business Days of Buyer’s receipt of notice to the payment Seller of all wages such payments having been made and other remuneration the amount thereof. In addition, the Buyer will pay the Seller an amount equal to Hired Active Employees with respect the Accrued Vacation Amount and the Negative Vacation Balance within five (5) Business Days of Buyer’s receipt of notice to their services as employees the Seller of such payments having been made and the amount thereof. The Seller will provide the Buyer following copies of supporting documentation regarding the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced set forth in this Section 8.2(b) reasonably requested by the Buyer prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse Buyer’s obligation to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Datereimburse Seller therefor. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (ia) The Seller shall be responsible for (ai) the payment of all wages and other remuneration due to Hired Active Transferred Employees with respect up until the Effective Time including but not limited to their services as employees of Seller through the close of business on the Closing Date, including any pro rata quarterly bonus or profit sharing payments, if any, in accordance with the applicable terms of such payment prior to the Effective Time; (bii) and the payment of any termination or severance payments arising by operation of Law or under the terms of any Employee Plans or employment agreements as may be modified by any Order of the Bankruptcy Court that has been entered prior to the date of this Agreement; (iii) the provision of health plan continuation coverage in accordance with Legal Requirements prior the requirements of COBRA and Sections 601 through 608 of ERISA; and (iv) any and all payments and notices to and through employees required under the close of business on the Closing Date; (c) all notices of termination WARN Act or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits applicable Laws relating to plant or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned facility closings prior to the Closing Date or otherwise regulating the termination of Affected Employees. The Seller shall indemnify and hold harmless Buyer for any and all Losses suffered by Buyer as a result of the failure of Seller to comply with the provisions of the WARN Act. The Seller shall be responsible for any severance payments due and owing to the Affected Employees who are not hired by Buyer in accordance with Seller's plans, as such amounts shall have been considered in plans may be modified by the Purchase Price adjustments pursuant to Section 2.8Bankruptcy Court or as such payments may be affected by the Seller's bankruptcy filing. (iib) The Seller shall be liable for any claims made or incurred by Hired Active Transferred Employees and their beneficiaries through up until the Closing Date Effective Time under the Seller's Employee Plans. For purposes of the immediately preceding sentence, a charge claim will be deemed incurred, in the case of hospitallife and disability benefits, when a death has occurred or a disability has commenced that entitles the employee to the benefit. For purposes of the first sentence in this Section 10.3(b), a claim will be deemed incurred, in the case of medical or dental benefits, when the services that are the subject of the charge claim are performed andperformed; provided, in however, that the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer Transferred Employees shall be responsible for (a) covered by Seller's medical and dental insurance through the payment end of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the month in which the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to takes place (the Closing Date; (b"Remainder of the Month") and Buyer hereby agrees to reimburse Seller for the provision following cost of such insurance for the Closing Date Remainder of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing DateMonth. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (i) Seller Sellers shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller Sellers through the close of business on the Closing Date, including pro rata quarterly bonus payments; and (B) any payments to Active Employees required under the WARN Act related to the Contemplated Transactions. EXECUTION VERSION (ii) Buyers shall assume and be responsible for the vacation and sick leave benefits accrued as of the Closing Date for all Hired Active Employees, if anyto the extent Seller has not paid such amounts prior to the Closing Date. The accrued benefits described in this Section 5.1(c)(ii) will be administered in accordance with Sellers’ policies during the 2010 calendar year; provided, however, that any benefit not used or cashed out during this time period will not carry over and will lapse effective December 31, 2010. On and after the Closing Date, the Hired Active Employees will accrue vacation and sick leave benefits only in accordance with the standard established policies applicable to Buyers’ employees. (biii) and Buyers will assume the provision of responsibility for providing health plan continuation coverage in accordance with Legal Requirements prior to and through the close requirements of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature COBRA for any former employee or Active Employee (who does not become a Hired Active Employee) and their eligible dependents that would be considered an “M&A Qualifying Beneficiary” as defined under 26 C.F.R. 54.4980B-9. (iv) Buyers will be responsible for providing compensation and benefits to all Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to periods on and after the Closing Date as during the respective periods of employment of such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8Hired Active Employees with Buyers. (iiv) Seller Sellers shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iiivi) With respect to any medical or other welfare benefit plans offered or provided by Buyers and a Buyer shall be responsible for (a) the payment of all wages and other remuneration Benefit Plan to Hired Active Employees with respect Employees, to their services as employees of Buyer following the Closing Dateextent permitted by the insurers, including pro rata bonus payments the Buyers shall continue such medical and other welfare benefit plans in Buyers’ own names and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after may participate in such plans under substantially the Closing Date; or ii) whose employment is terminated after the Closing Datesame terms and conditions as they previously participated in similar plans provided by Sellers. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (ia) Except as set forth in Section 4.4(a) of the Disclosure Schedule, Seller shall be responsible for (ai) the payment of all wages and other remuneration due to Hired Active Employees current employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if anypayments and all vacation pay earned prior to the Closing Date; and (bii) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior to the requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA) and Sections 601 through the close 608 of business ERISA. Buyer shall reimburse Seller for Fifty Percent (50%) of Seller’s employees’ outstanding accrued vacation on the Closing Date; (c“Accrued Vacation Pay”) all notices conditional upon Seller allowing employees to take vacation in the ordinary course of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated business prior to Closing. In no event, shall accrued vacation exceed the Closing Date. For greater certainty, Buyer shall be responsible for all vacation Accrued Vacation pay earned prior to the Closing Date as such amounts shall have been considered set forth in the Purchase Price adjustments pursuant to Section 2.8Schedule 4.4(a). (iib) Seller shall be liable for any claims made or incurred by Hired Active Employees current employees and their beneficiaries through the Closing Date under the Employee PlansSeller’s benefit plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iiic) Buyer shall be responsible for For the twelve (a) the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following 12)-month period commencing at the Closing Date, including pro rata Buyer shall provide to each Proposed Future Employee with a rate of base salary, wages, bonus payments opportunity and all vacation pay for periods which may have commenced other benefits (other than equity compensation) that are substantially commensurate, in the aggregate, with the cash compensation and benefits provided by Seller immediately prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (ivd) With respect to each employee benefit plan, policy or practice, including severance, vacation and paid time off plans, policies or practices (excluding equity compensation), sponsored or maintained by Buyer, Buyer shall grant, or cause to be liable for any claims made or incurred by Hired Active granted to, all Proposed Future Employees from and their beneficiaries following after the Closing Date credit for all service with the Seller prior to the Closing Date for purposes of eligibility to participate, vesting credit, eligibility to commence benefits, and severance, but excluding benefit accrual under any defined benefit pension plan and any such credit that would result in a duplication of benefits. (e) Nothing contained herein shall be construed as requiring the existing Buyer to continue any specific plans or subsequent Employee Plansto continue the employment of any Proposed Future Employee.

Salaries and Benefits. (i) Seller shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; (b) payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as Date, if any; and (B) the payment of any termination or severance payments if such amounts employee is not a Hired Active Employee, provided that all Hired Active Employees shall have been considered waive in writing any and all termination or severance payments that would otherwise result from the Purchase Price adjustments pursuant to Section 2.8termination of their employment by Seller. (ii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Prior to the Closing Date, Seller may, in its sole discretion, accelerate some or all of the unvested stock options issued under Seller’s Equity Compensation Plan, in order that the Persons holding such options may exercise such options prior to the Closing Date. Buyer shall be responsible for reimbursing all Persons whose stock options are so accelerated or who exercise options as a result of the Contemplated Transactions an aggregate amount up to $2,000,000, subject to downward adjustment as provided in Section 2.3(b)(iv) (athe “Tax Liability Coverage Amount”), on a pro rata basis (based on Tax liability) as to each Person whose stock option is so exercised, to cover any U.S. federal or state Tax liability incurred by such Persons as a result of such acceleration or the exercise of options as a result of the Contemplated Transactions, any amounts payable pursuant to Section 4999 of the Code, or any Tax liability incurred as a result of the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of the Tax Liability Coverage Amount. Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced shall make such reimbursement prior to the Closing Date; time when such Tax liability becomes due and payable pursuant to applicable Legal Requirements, provided that Buyer receives evidence reasonably satisfactory to Buyer and its Tax counsel or accountant substantiating the amount of each such Person’s Tax liability resulting from such accelerated vesting. The Tax Liability Coverage Amount is in addition to the Purchase Price, and any portion of the Tax Liability Coverage Amount not paid within thirty (b30) and the provision days following the Closing Date final determination of health plan continuation coverage in accordance with Legal Requirements; (cthe Adjustment Amount Calculation pursuant to Section 2.3(b) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse as reimbursement as provided herein shall be added to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (iv) Purchase Price. Buyer shall be liable for not assume any claims made outstanding stock options or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plansother equity incentive awards of Buyer.

Salaries and Benefits. (i) Seller shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments; and (B) any payments to Active Employees required under the WARN Act related to the Contemplated Transactions. Seller shall pay and be responsible for the vacation and sick leave benefits accrued as of the Closing Date for all Hired Active Employees which shall be paid by Seller The accrued benefits described in this Section 5.1(c)(ii) will be administered in accordance with Seller’s policies during the 2024 calendar year; provided, if any; however, that any benefit not paid, used or cashed out during this time period will not carry over and will lapse effective on the Closing Date. On and after the Closing Date, the Hired Active Employees will accrue vacation and sick leave and other benefits only in accordance with the standard established policies applicable to Teal’s employees. (bii) and Seller will assume the provision of responsibility for providing health plan continuation coverage in accordance with Legal Requirements prior to and through the close requirements of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature COBRA for any former employee or Active Employee (who does not become a Hired Active Employee) and their eligible dependents that would be considered an “M&A Qualifying Beneficiary” as defined under 26 C.F.R. 54.4980B-9. (iii) Buyer or Teal will be responsible for providing compensation and benefits to all Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to periods on and after the Closing Date as in accordance with the requirements of the Buyer benefit plans then in effect for the employer (including any waiting period or other requirements) during the respective periods of employment of such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8Hired Active Employees with Buyer, Teal, or Parent. (iiiv) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer shall be responsible for (a) the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (i) Seller Sellers shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller Sellers through the close of business on the Closing Date, including pro rata quarterly bonus payments; and (B) any payments to Active Employees required under the WARN Act related to the Contemplated Transactions. (ii) Buyers shall assume and be responsible for the vacation and sick leave benefits accrued as of the Closing Date for all Hired Active Employees, if anyto the extent Seller has not paid such amounts prior to the Closing Date. The accrued benefits described in this Section 5.1(c)(ii) will be administered in accordance with Sellers’ policies during the 2010 calendar year; provided, however, that any benefit not used or cashed out during this time period will not carry over and will lapse effective December 31, 2010. On and after the Closing Date, the Hired Active Employees will accrue vacation and sick leave benefits only in accordance with the standard established policies applicable to Buyers’ employees. (biii) and Buyers will assume the provision of responsibility for providing health plan continuation coverage in accordance with Legal Requirements prior to and through the close requirements of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature COBRA for any former employee or Active Employee (who does not become a Hired Active Employee) and their eligible dependents that would be considered an “M&A Qualifying Beneficiary” as defined under 26 C.F.R. 54.4980B-9. (iv) Buyers will be responsible for providing compensation and benefits to all Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to periods on and after the Closing Date as during the respective periods of employment of such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8Hired Active Employees with Buyers. (iiv) Seller Sellers shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iiivi) With respect to any medical or other welfare benefit plans offered or provided by Buyers and a Buyer shall be responsible for (a) the payment of all wages and other remuneration Benefit Plan to Hired Active Employees with respect Employees, to their services as employees of Buyer following the Closing Dateextent permitted by the insurers, including pro rata bonus payments the Buyers shall continue such medical and other welfare benefit plans in Buyers’ own names and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after may participate in such plans under substantially the Closing Date; or ii) whose employment is terminated after the Closing Datesame terms and conditions as they previously participated in similar plans provided by Sellers. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (i) Each Seller shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of each Seller through the close of business on the Closing Date, including pro rata quarterly bonus paymentsincluding, if any, pro rata bonus payments and all vacation pay earned prior to the Closing Date; and (bB) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior to the requirements of COBRA and Section 601 through the close 608 of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8ERISA. (ii) Each Seller shall be liable for any claims made or incurred by Hired their respective Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that which entitles the employee to the benefit. (iii) Buyer shall be responsible for (a) the payment of all wages and other remuneration With respect to Hired Active Employees Employees, Buyers shall immediately after Closing enroll such employees in Buyers' standard health and benefit plans (waiving any waiting periods) and recognize past service with respect Sellers' for purposes of determining entitlement to their services as employees of Buyer following vacation benefits. If, at any time after the Closing Date, including pro rata bonus payments any Buyer terminates the employment of any of the Hired Active Employees, then such Buyer shall be solely responsible for all severance costs and expenses arising as a result of such termination, based upon the number of years of employment of any such individuals with such Buyer, either Seller and all vacation pay for periods which may have commenced prior predecessor corporations of either Seller, to the Closing Date; same extent as Sellers would have been legally or contractually obligated, or would have provided in a manner consistent with past practice (b) to the extent such Buyer is made aware of, and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereofagrees with, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Datesuch past practice). (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees shall cease to be eligible to make pretax contributions to Seller's health care spending account plan and their beneficiaries following to Seller's dependent care assistance plan effective as of the Closing Date. Notwithstanding the foregoing, each of such plans shall reimburse Hired Active Employees for claims incurred during the entire calendar year in which the Closing Date under occurs up to the existing or subsequent Employee Plans.amount of the balance in each individual Hired Active Employee's respective plan accounts as of the Closing Date. It is the intent of the parties as reflected in this subsection that Seller's health care spending account plan and dependent care assistance plan

Salaries and Benefits. (i) Seller shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; (b) payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in Date, if any; and (B) the Purchase Price adjustments pursuant to Section 2.8payment of any termination or severance payments. (ii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Prior to the Closing Date, Seller may, in its sole discretion, fully vest (100%) any unvested stock options issued under Seller’s Equity Compensation Plan, in order that the Persons holding such options may exercise such options prior to the Closing Date. Buyer shall be responsible for reimbursing all Persons whose stock options are so accelerated an aggregate amount up to $250,000, subject to downward adjustment as provided in Section 2.3(b)(iv) (a) the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date“Tax Liability Coverage Amount”), including on a pro rata bonus payments and all vacation pay for periods which may have commenced basis as to each Person whose stock option is so accelerated, to cover any U.S. federal or state Tax liability incurred by such Persons as a result of such acceleration. Buyer shall make such reimbursement prior to the Closing Date; time when such Tax liability becomes due and payable pursuant to applicable Legal Requirements, provided that Buyer receives, at least thirty (b30) days prior to such due date, evidence reasonably satisfactory to Buyer and its Tax counsel or accountant substantiating the provision amount of each such Person’s Tax liability resulting from such accelerated vesting. The Tax Liability Coverage Amount is in addition to the Purchase Price, and any portion of the Tax Liability Coverage Amount not paid within thirty (30) days following the Closing Date final determination of health plan continuation coverage in accordance with Legal Requirements; (cthe Adjustment Amount Calculation pursuant to Section 2.3(b) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse as reimbursement as provided herein shall be added to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (iv) Purchase Price. Buyer shall be liable for not assume any claims made outstanding stock options or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plansother equity incentive awards of Buyer.

Salaries and Benefits. (ia) Seller The Selling Parties shall be responsible for (a) the payment of all wages and other remuneration due to Hired Active Business Employees with respect to their services as employees of Seller through up until the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; Effective Time. (b) and Except for the provision of health plan continuation coverage in accordance with Legal Requirements prior Purchaser’s obligations as to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages vacation liabilities for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Transferred Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered described in the Purchase Price adjustments pursuant to last sentence of Section 2.8. (ii) Seller 7.2, the Selling Parties shall be liable for any claims made or incurred by Hired Active Business Employees and their beneficiaries through under the AAI Benefit Plans, including any claims with respect to the proper crediting of earned vacation before the Closing or the AAI Banked Vacation Time Cash-Out. (c) Welfare benefit plan coverage of the Sellers for Transferred Employees shall cease as of the Effective Time and the welfare benefit plan coverage under the Purchaser’s plans for Transferred Employees shall immediately commence. The Selling Parties shall be solely responsible for any continuation coverage required by COBRA for those Business Employees of the Seller who are not Transferred Employees. To the extent required by Law the Selling Parties shall cause a Group Health Plan maintained by one or more of them to provide COBRA continuation coverage to M&A qualified beneficiaries with respect to the sale of the Purchased Assets pursuant to this Agreement within the meaning of Treasury Regulation Section 54.4980B-9, Q-4(a). With respect to each Transferred Employee who is covered under a Group Health Plan maintained by a Selling Party or any Affiliate of a Selling Party (the “Seller Group Health Plan”), the Purchaser shall waive all pre-existing conditions, limitations or exclusions and waiting periods for those Transferred Employees under all employee welfare plans and fringe benefits programs of the Purchaser, including vacation, bonus and other incentive programs, to the extent that those pre-existing conditions, limitations or exclusions as of the Closing Date would be excluded from coverage under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefitSeller Group Health Plan. (iiid) Buyer The Selling Parties shall be responsible for retain all assets in the pension and retirement funds of the Sellers, and shall distribute pension and retirement benefits that the Transferred Employees shall become entitled to receive from either Seller in accordance with the applicable plan document and the Transferred Employees’ elections, as applicable. (ae) the payment Effective as of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, the Purchaser shall give past service credit to all the Transferred Employees for purposes of determining vesting, eligibility and benefit accruals under all employee benefit programs, including pro rata bonus payments vacation, severance, bonus, incentive, compensation and all vacation pay employee welfare benefit plans of the Purchaser, with the exception of benefit accruals for periods which may have commenced prior to the Closing Date; (b) pension and the provision following the Closing Date of profit sharing plans and eligibility for post-retirement health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Datebenefits. (ivf) Buyer The Selling Parties will retain all incentive savings plan (401(k) plan) benefits held in the name of the Transferred Employees, if any, unless otherwise directed by a Transferred Employee or unless distribution is otherwise allowed or mandated pursuant to the plan document. The Purchaser shall be liable for any claims made or incurred by Hired Active Employees accept qualified direct and their beneficiaries following indirect rollovers from incentive savings plans of the Closing Date under Sellers, if the existing or subsequent Employee PlansPurchaser obtains such information as is satisfactory to the Purchaser to assure itself that these incentive savings plans satisfy the qualification requirements of Section 401(a) of the Code.

Salaries and Benefits. (i) Seller shall be responsible for (aA) the payment of all wages and other remuneration due to all Seller’s employees, whether or not such employee becomes a Hired Active Employees Employee, with respect to their services as employees of Seller through the close of business Effective Time on the Closing Date, including pro rata quarterly bonus payments and payments, if any; (b) and the provision of health plan continuation coverage in accordance whether or not paid pursuant to any Legal Requirement, that may be paid with Legal Requirements prior respect to and through the close of business on the Closing Date; (c) all notices of termination vacation, sick, or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated leave accrued prior to the Closing Date. For greater certainty; and (B) the payment of any termination or severance payments that may be due to any employee of Seller, Buyer shall be responsible for whether or not such employee becomes a Hired Active Employee; and (C) any and all vacation pay earned prior payments to current or former employees of Seller required under the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8WARN Act. (ii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer Seller shall be responsible and liable for (a) providing continuation coverage mandated by COBRA under a group health care plan maintained by Seller for any current or former employee of Seller, or any qualified beneficiary thereof, within the payment meaning of all wages and other remuneration to Hired Active Employees with respect to their services Code Section 4980B(g)(1), who, as employees of Buyer following the Closing Date, is (A) entitled to such continuation coverage as a result of a qualifying event (as defined in Section 4980B of the Code) that occurred before or occurs in connection with the transactions contemplated by this Agreement or the Bottling Transaction, including pro rata bonus payments continuation coverage for any Active Employee who does not become a Hired Active Employee, or (B) receiving continuation coverage under a group health care plan sponsored by Seller or ERISA Affiliate. Notwithstanding any other provision of this Agreement to the contrary, should Seller cease to maintain any group health plan such that the obligation to provide COBRA continuation coverage to all persons who are “M&A qualified beneficiaries” (as described in IRS Regulation Section 54.498B-9, Q&A-4) with respect to the transactions contemplated by this Agreement (“COBRA Beneficiaries”) shifts to Buyer by operation of law, Seller and the Parent Company, jointly and severally, shall reimburse Buyer for any and all vacation pay for periods which may have commenced prior expenses incurred (including, but not limited to, claims incurred under the group health plan, administrative fees, insurance or reinsurance premiums, etc.) by Buyer or its Affiliates or any plans of Buyer or its Affiliates in excess of the premiums collected from the COBRA Beneficiaries and any actual reinsurance recoveries to the Closing Date; (b) extent attributable to COBRA continuation coverage provided to the COBRA Beneficiaries. Buyer shall invoice Seller and the provision following Parent Company monthly with respect to such expenses, and Seller and the Closing Date Parent Company shall be obligated to make full payment of health plan continuation coverage in accordance each such invoice within thirty (30) days of the date of receipt of such invoice. If the Seller and the Parent Company should fail to timely make payment with Legal Requirements; respect to any such invoice, the Seller and the Parent Company shall also be obligated to pay interest with respect to the unpaid amounts at the rate of ten percent (c10%) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Dateper annum. (iv) Buyer shall be liable for not have any claims made responsibility, liability or incurred by Hired obligation, whether to Active Employees and Employees, former employees, their beneficiaries following or to any other Person, with respect to the Closing Date under Employee Plans (including the existing establishment, operation or subsequent Employee Planstermination thereof and the notification and provision of COBRA coverage extension).

Salaries and Benefits. Each Hired Active Employee shall be provided employment with the Buyer subject to the following initial terms and conditions: (i) Seller Base salary or hourly wage shall be responsible for (a) at least equivalent to the payment of all wages and other remuneration due base salary or hourly wage paid by the Sellers to such Hired Active Employees with respect to their services Employee as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; (b) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated Business Day prior to the Closing Date. (ii) Except as otherwise specifically provided herein, Hired Active Employees shall be provided employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Buyer. For greater certaintyBuyer shall provide each Hired Active Employee with credit for such Hired Active Employee’s period of service with the Sellers towards the calculation of eligibility and vesting for such purposes as vacation, severance, medical, dental or other welfare plans and other benefits, and participation and vesting in Buyer’s qualified profit-sharing and 401(k) plans, as such plans may exist. (iii) Each Hired Active Employee who otherwise satisfies the eligibility criteria of Buyer’s employee benefit plans shall be eligible to participate in the medical, dental, or other welfare plans of Buyer, as such plans may exist, as of the Effective Time and any pre-existing conditions provisions of such plans shall be administered in accordance with the Health Insurance Portability and Accountability Act of 1996 with respect to any such Hired Active Employees. (iv) With respect to any Employee on temporary leave of absence who is not an Active Employee as of the Effective Time, upon conclusion of his or her temporary leave of absence within ninety (90) days of the Closing Date, such Employee shall be deemed to be an Active Employee and shall be offered employment by Buyer, subject to the terms and conditions of this Section 9.1 and the Buyer’s plans and policies and applicable Law, at a base salary or hourly wage at least equivalent to the base salary or hourly wage paid by the Seller to such Employee when he or she went on leave and shall otherwise be treated as a Hired Active Employee. (v) Buyer shall be responsible for all vacation severance obligations arising out of the termination of any Hired Active Employee’s employment after the Closing Date in accordance with Buyer’s severance plan, policies and procedures with credit for the period of years of credited service towards the calculation of benefits determined in accordance with Section 9.1(c)(ii) of this Agreement; provided, however, if, before the one (1) year anniversary of the Closing Date, any Hired Active Employee experiences a reduction in base salary, a work site relocation of more than thirty (30) miles or a termination of employment by Buyer for any reason other than cause (as defined by Buyer’s personnel policies and procedures), such Hired Active Employee shall be entitled to severance pay earned in an amount at least equivalent to the severance pay the Hired Active Employee would have received under the Sellers’ (or their Affiliates’) Employee Plans had such employee been eligible for payments under such plans. (vi) Except as provided herein, the Sellers shall pay, discharge, and be responsible for (A) all salary and wages, bonus and incentive plans arising out of employment of the Hired Active Employees through the Closing Date (and any payroll Tax and reporting obligations thereon), and (B) any employee benefits (including, but not limited to, accrued vacation) arising under the Sellers’ Employee Plans and employee programs prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8. (ii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, but not including medical or dental benefits, when the services that are the subject of the charge are performed andif any, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer shall be responsible for (a) the payment of all wages and other remuneration to Hired Active Employees who retire after the Closing Date), including benefits with respect to their services as employees of Buyer following claims incurred prior to the Closing Date but reported after the Closing Date. From and after the Closing Date, including pro rata bonus payments Buyer shall pay, discharge, and be responsible for all vacation pay for periods which may have commenced prior salary, wages, and benefits arising out of or relating to the Closing Date; (b) employment of the Hired Active Employees by Buyer from and the provision following after the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlementspayroll Tax and reporting obligations thereon), including all claims for welfare benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer plans incurred after the Closing Date; . Claims are incurred as of the date services are provided or ii) whose employment is terminated after disability payments are accrued, notwithstanding when the Closing Dateinjury or illness may have occurred. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (i) To the extent not accrued as a current liability on the Closing Balance Sheet or set forth on Schedule 2.4(b)(vii), Seller shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if anypayments and all vacation pay earned prior to the Closing Date; (bB) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with Legal Requirements prior the requirements of COBRA; and (C) any and all payments to employees required under the Worker Adjustment and through Retraining Notification Act (the close of business on “WARN Act”) for the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated period prior to the Closing Date. For greater certaintyNotwithstanding the foregoing, Buyer shall pay all cash bonuses reflected on the Closing Balance Sheet accrued to any Active Employees in accordance with their terms, when due, and Buyer shall be responsible for any and all vacation pay earned prior to obligations arising under the continuation coverage requirements of COBRA for any Active Employees and their qualified beneficiaries who experience a qualifying event on or following the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8Date. (ii) Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. (iii) Buyer shall be responsible for (a) the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date. (iv) Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

Salaries and Benefits. (i) Seller Except to the extent provided in Section 2.4(a)(iv), Sellers shall be responsible for (aA) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller Sellers through the close of business on the Closing Date, including pro rata quarterly bonus paymentspayments and all vacation pay earned prior to the Closing Date, if any; (bB) the payment of any termination or severance payments with respect to any Disabled Employee (who does not accept employment with Buyer pursuant to Section 10.1(b)(ii)), the Excluded Employees and U.S. Active Employees who do not accept employment with Buyer at Closing and (C) the provision of health plan continuation coverage in accordance with Legal Requirements prior the requirements of COBRA and Sections 601 through 608 of ERISA with respect to and through any Disabled Employee (until such time such Disabled Employee becomes a Hired Active Employee), the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal Excluded Employees and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s Employee who does not accept employment was terminated prior to the Closing Date. For greater certainty, with Buyer at Closing. (ii) Buyer shall be responsible for all vacation pay earned prior the payment of (A) any termination or severance payments for any non-U.S. Active Employees (other than Excluded Employees) who do not accept employment with Buyer at Closing and any Hired Active Employees and (B) the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA with respect to any Hired Active Employees and (C) sales commissions payable under the Closing Date program described in Part 10.1(c)(ii) on customer orders in backlog as such amounts shall have been considered in of the Purchase Price adjustments pursuant to Section 2.8. (ii) Seller Closing. Sellers shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Xxxxxxx Employee Plans. For purposes of the immediately preceding sentence, a charge claim will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge claim are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee or his designated beneficiaries to the benefit. (iii) Buyer shall be responsible for agrees to provide each Active Employee who is listed on Part 10.1(c)(iii) and who is currently receiving make whole pay as described in Section III of the Sellers’ “Leave of Absence and Military Leave Policy” dated April 2005 (a) “Leave Policy”), base wages or salary equal to the payment difference between the base wage or salary such Active Employee earned immediately prior to his active service less the amount of all wages and other remuneration such Active Employee receives as compensation during his service with the uniformed service to Hired the same extent such Active Employees Employee received similar benefits under Sellers’ Leave Policy immediately prior to the Closing Date and, with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for any such base wage or salary that was attributable to periods which may have commenced prior to the Closing Date; (b) and , only to the provision following extent reflected on the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing DateNet Asset Value Schedule. (iv) If Buyer elects to assume and continue the PPO program at Millersburg, the Parties shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plansenter into an appropriate amendment to this Agreement to give effect thereto.

Salaries and Benefits. (ia) The Seller shall be responsible for (a) the payment of all wages and other remuneration due to Hired Active Affected Employees with respect to their services as employees of Seller through up until the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; Effective Time. (b) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8. (ii) The Seller shall be liable for any claims made or incurred by Hired Active Affected Employees and their beneficiaries through the Closing Date under the Seller's Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurredmade, in the case of a hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefitperformed. (iiic) Welfare benefit plan coverage of the Seller for Transferred Employees shall cease as of the Effective Time and the welfare benefit plan coverage under the Buyer's plans for Transferred Employees shall immediately commence. The Seller shall be solely responsible for any continuation coverage required by COBRA for those Affected Employees of the Seller who are not Transferred Employees. The Buyer shall waive all pre-existing conditions, limitations or exclusions and waiting periods for the Transferred Employees under all pension, employee welfare plans and fringe benefits programs of the Buyer, including, without limitation, vacation, bonus and other incentive programs, except as to the waiting periods pursuant to the Buyer's 401(k) plan. As of the Effective Time, the welfare benefit plans of the Buyer shall be responsible for all coverage on the basis of when the services that are the subject of a claim are performed. (ad) The Seller shall retain all assets in the payment pension and retirement funds of all wages the Seller, and other remuneration shall distribute pension and retirement benefits that the Transferred Employees shall become entitled to Hired Active Employees receive from the Seller in accordance with respect the applicable plan document and the Transferred Employees' elections, as applicable. (e) Effective as of the Closing Date (or as to their services as employees of Buyer following on short-term disability leave on the Closing Date, as of the date of employment by Buyer), the Buyer shall give past service credit to all the Transferred Employees for purposes of determining vesting, eligibility and benefit accruals under all the Buyer's employee benefit programs, including pro rata bonus payments pension, severance, vacation, bonus, incentive compensation and all vacation pay for periods employee welfare benefit plans of the Buyer equal to that which may have commenced prior to such Transferred Employees were credited with by the Closing Date; (b) and the provision following Seller as of the Closing Date of health plan continuation coverage in accordance for service with Legal Requirements; (c) all notices of termination the Seller or pay in lieu thereofany predecessor employee, severance pay, damages but excluding benefit accruals for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing DateBuyer's defined pension plans. (ivf) The Seller will retain all incentive savings plan (401(k) plan) benefits held in the name of the Transferred Employees, if any, unless otherwise directed by a Transferred Employee or unless distribution is otherwise allowed or mandated pursuant to the plan document. The Buyer shall cause to be liable for accepted qualified direct and indirect rollovers from the Seller's incentive savings plan, provided that the Buyer obtains such information as is satisfactory to the Buyer to assure itself that the Seller's incentive savings plan satisfies the qualification requirements of section 401(a) of the Code. The Buyer shall cause to be accepted all loans to Transferred Employees that are associated with any claims made or incurred by Hired Active Employees and their beneficiaries following such rollovers from the Closing Date under the existing or subsequent Employee PlansSeller's incentive savings plan.

Salaries and Benefits. (ia) The Seller shall be responsible for (a) the payment of all wages and other remuneration due to Hired Active that Affected Employees with respect to their services as employees of Seller through have earned up until the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; Effective Time. (b) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8. (ii) The Seller shall be liable for any claims made or incurred by Hired Active Affected Employees and their beneficiaries through up until the Closing Date Effective Time under the Seller's Employee Plans, except as otherwise noted herein. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of all other benefits when an event has occurred or when a condition has been diagnosed that entitled the employee to the benefit. (c) Except as otherwise noted herein, and except for any short or long term disability benefits which become due and owing as a result of any Transferred Employee's continuous, uninterrupted short or long-term disability condition, which is in effect as of the Effective Time, Employee Plan coverage of the Seller for Transferred Employees shall cease as of the Effective Time and coverage under the Buyer's plans for eligible Transferred Employees shall immediately commence, except that Buyer may elect (to the extent permitted by law and the applicable plan(s)) to have Seller continue its welfare benefit plan coverage for Transferred Employees through December 31, 2004. Buyer will provide Seller written notice of any such as disability election to have Seller continue such coverage, at least 30 days prior to the Closing Date. If Buyer elects to have Seller continue such coverage, it shall reimburse Seller the full cost of such coverage for Transferred Employees, including external administrative services fees associated with said coverage. For purposes of such reimbursement, a charge will be deemed incurred, in the case of hospital, medical, or life insurance)dental benefits, when the services that are the subject of the charge are performed and, in the case of all other benefits when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit. The Seller shall be solely responsible for any continuation coverage required by COBRA for those terminated employees of the Seller who are not Transferred Employees, and their qualified beneficiaries. The Buyer shall waive all pre-existing conditions and waiting periods for the Transferred Employees under all pension, 401(k), disability and employee health and welfare plans of the Buyer. (iiid) Buyer The Seller shall be responsible for retain all assets in the pension and retirement funds of the Seller, and shall distribute pension and retirement benefits which the Transferred Employees shall become September 9, 2004 (aSteel Mills) entitled to receive from the payment Seller in accxxxxxce with the applicable plan document and the Transferred Employees' elections, as applicable. (e) Effective as of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments the Buyer shall give past service credit to all the Transferred Employees that are not included in any collective bargaining agreement for purposes of determining vesting, eligibility and benefit accruals under all vacation pay for periods which may have commenced prior to employee benefit programs of the Closing Date; (b) and Buyer, with the provision following the Closing Date sole exception of health pension plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Datebenefit accruals. (ivf) The Seller will retain all Incentive Savings Plan (401(k) plan) benefits held in the name of the Transferred Employees, if any, unless otherwise directed by a Transferred Employee or unless distribution is otherwise allowed or mandated pursuant to the plan document. The Buyer agrees to accept qualified direct and indirect rollovers from the Seller's Incentive Savings Plan. The Buyer shall cause to be liable accepted all loans or substitute comparable loans to Transferred Employees that are associated with any such rollovers from Seller's Incentive Savings Plan. Any administrative fees or charges associated with the rollovers shall be for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee PlansBuyer's account.