Common use of Seller’s Employee Benefit Plans Clause in Contracts

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans (including any 401(k) Plan), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date under such plan, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain ------------------------------- all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan yearArrangements. Accrued benefits or account balances of Transferred Employees under the Seller's Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans With respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller shall treat retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Closing Date, including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies. (c) With respect to any Transferred Employees as having been terminated. As soon as practicable Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability after the next valuation date under Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such planPerson, Sellers shall permit each to the extent that such claims and expenses are covered by a Benefit Arrangement, until such time, (if any) that, in the case of a Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Employee, such Person commences full-time employment with Buyer or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. Notwithstanding the foregoing, with respect to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(aany medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and that expenses incurred during the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of period prior to and ending on the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by SellerClosing Date. (cd) Sellers Seller shall treat be responsible, and Buyer shall have no responsibility, for all severance obligations to all employees who do not become Transferred Employees. (e) Seller shall be responsible for satisfying obligations under Part 6 of Subtitle B of Title I of ERISA and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue Code, to provide COBRA Coverage for continuation coverage and notice of such coverage to employees of the maximum period required by law System and their eligible dependents who suffer a "qualifying event" on or prior to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers Such continuation coverage shall notify Buyer promptly if it ceases be identical to the coverage provided to Seller's employees and their eligible dependents immediately prior to the Closing Date. Seller will provide any such coverage through: (i) the maintenance of their existing group health insurance contracts; (ii) the conversion of group coverage to individual policies; (iii) other available commercial insurance arrangements; (iv) an arrangement funded by the general assets of Seller; or (v) any combination of its employeesthe above; provided, however, that the cost charged to such employee and their eligible dependents for that coverage shall not exeed the "applicable premium" (as that term is defined in Section 604 of ERISA) that would have been charged for COBRA continuation coverage by Seller immediately prior to the Closing Date. To the extent that the cost of providing such coverage exceeds that applicable premium, Seller shall bear any additional cost. Seller's obligations pursuant to this paragraph shall continue for the full continuation period set forth in Section 602(2)(A) of ERISA, without regard to the application of Section 602(2)(B) of ERISA.

Seller’s Employee Benefit Plans. (a) Seller Sellers shall retain all obligations and liabilities under the Employee Seller Benefit Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) of who is not a Transferred Employee, including, without limitation, the Business, including all of the Transferred St. Louis Employees. Any Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits accrued incurred as of the Closing Date by Transferred Employees under the Employee Plans and Seller Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesPlans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No assets of any Employee Seller Benefit Plan or Benefit Arrangement shall be transferred to any Buyer or any of its Affiliates or to any plan of any Buyer or any of its Affiliates. With Buyers shall be responsible for any multiemployer plan withdrawal liability that may arise in connection with the transactions contemplated by this Agreement in accordance with Title IV of ERISA with respect to Sellers' 401(k) Plan, the multiemployer plans set forth on SCHEDULE 7.2(b). Sellers shall amend continue to make the 401(k) Plan required contributions to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of such multiemployer plans through the Closing Date. (b) For purposes of Seller's defined contribution plans Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date under such planretain, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory except to the Buyer extent reflected on the Closing Date Balance Sheets (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Sellers' plan(sClosing Date, (ii) is/are qualified all liabilities and obligations arising under Code Section 401(a) and that any worker's compensation arrangement to the Transferred Employeeextent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the 401(k) PlanEmployee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Closing Date, including proportional accruals through the same to be retained by SellerClosing Date and including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies. (c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers shall treat all employees be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by a Benefit Arrangement, until such time, (and their beneficiariesif any) who terminate employment with Sellers as a result that, in the case of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described , such Person resumes full-time employment with Buyers or one of their Affiliates and, in Section 4980B the case of the Code and shall continue to provide COBRA Coverage for the maximum period required by law any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any former employee Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or beneficiarynot reported) who is receiving COBRA Coverage and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Sellers Buyers shall notify Buyer promptly if it ceases to provide any group health coverage to any assume all liabilities, obligations and assets of its employeesthe Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Seller 8.3.1 The Sellers shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements including, without limitation, liabilities or obligations under Sellers' 401(k) plan, in respect of each employee or former employee of Sellers, including Transferred Employees, or any of their Affiliates (including any beneficiary thereof) of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees), and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein or unless included as an Assumed Contract, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans 8.3.2 With respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller shall treat retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period on or prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period on or prior to the Closing Date; provided, however, that Buyer shall assume the obligation to provide accrued vacation time to the Transferred Employees as having been terminated. As soon as practicable Employees. 8.3.3 With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability after the next valuation date under Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such planPerson, Sellers shall permit each to the extent that such claims and expenses are covered by a Benefit Arrangement, until such time (if any) that, in the case of a Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Employee, such Person begins full-time employment with Buyer or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(aany Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and that expenses incurred during the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of period prior to and ending on the parties shall pay its own expenses in connection with such rollovers. Neither Closing Date, and Buyer nor any or one of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (responsible for such benefit arrangements covering such pregnancies and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage maternity leave for the maximum period required by law subsequent to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) The Seller Parties shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee of Seller or any of its ERISA Affiliates (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, each Seller or its designated ERISA Affiliate shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Apportionment Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesArrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein or unless included as an Assumed Contract, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. . (b) With respect to Sellers' 401(k) Planthe Transferred Employees (including any beneficiary or dependent thereof), Sellers shall amend retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the 401(k) Plan extent that such liability or obligation relates to provide that Transferred Employees shall be entitled contributions or premiums accrued (whether or not payable), or to a pro rata portionclaims incurred (whether or not reported), based on the number of days of the current plan year that occur before and including or prior to the Closing Date, of (ii) all liabilities and obligations arising under any contribution worker's compensation arrangement to the 401(kextent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive workman's compensation premiums attributable to such period and (ixx) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees xxx xther liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Apportionment Date, including without limitation liabilities and obligations in respect of accruals through the Apportionment Date under any bonus plan or arrangement, and any vacation plans, arrangements and policies. (c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability after the Closing Date, the applicable Seller shall be fully vested as responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that Execution Copy -------------- Asset Purchase Agreement -- Page 49 such claims and expenses are covered by a Benefit Arrangement, until such time, (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyer or one of its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyer or one of its Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (bd) For purposes Sellers shall arrange to continue in effect for a period of Seller's defined contribution plans 90 days after Closing all Employee Plans and Benefit Arrangements (including other than any 401(k) Plan), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date under such plan, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to the Buyer that the Plan operated by Sellers' plan(s) is/are qualified under Code Section 401(a) and that such continuation shall be at the Transferred Employee's rollover qualifies for a direct rollover treatment. Each expense of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing DateBuyer. Sellers shall notify Buyer promptly if it ceases to provide terminate no later than the Closing Date any group health coverage to any of its employees401(k) Plan operated by Sellers.

Seller’s Employee Benefit Plans. (a) Seller The Sellers shall retain all obligations and liabilities under liabilities, including ail obligations in connection with continuation of group health coverage required pursuant to Section 4980B of the Employee Plans and Benefit Arrangements Code or Section 601, et seq., of ERISA, in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee ("COBRA Obligations"). Except as expressly set forth herein, Seller or its designated Affiliate shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under its employee benefit and compensatory plans and arrangements (including without limitation the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesPlans), and neither the Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Plan such plan or Benefit Arrangement arrangement shall be transferred to the Buyer or any of its Affiliates or to any plan of the Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under any retirement or deferred compensation plan of the Employee Plans and Benefit Arrangements Sellers or any of their Affiliates shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans Without limiting Section 9.04(a), with respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), the Sellers shall treat retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period, (iii) all liabilities and obligations arising under any "sticking" or "stay" bonus or severance or similar plan or arrangement, and (iv) subject to Section 9.04(c), all other liabilities and obligations arising under the employee benefit and compensatory plans and arrangements of the Sellers and any of their Affiliates (including without limitation the Employee Plans), to the extent any such liability or obligation relates to the period prior to the Closing Date, including proportional accruals through the Closing Date and including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement. (c) On or prior to the Closing Date, the Sellers shall make any payments necessary to ensure the accuracy of Section 9.02(g) above. (d) With respect to any Transferred Employees as having been terminated. As soon as practicable Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability after the next valuation date under such planClosing Date, the Sellers shall permit each be responsible (either directly or through the purchase of insurance) for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by an Employee Plan, until such time, (if any) that, in the case of a Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Employee, such Person resumes full-time employment with the Buyer or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. For the avoidance of doubt, the foregoing provisions are not intended to impose on the Sellers obligations or liabilities except to the Buyer that extent required under the terms of any benefit plan or arrangement maintained by the Sellers or their Affiliates. (e) With respect to the COBRA Obligations retained by the Sellers pursuant to the first sentence of Section 9.04(a), the Sellers shall jointly and severally indemnify the Buyer, against any and all Damages (as defined in Section 11. 02) arising out of the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with failure to satisfy such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by SellerCOBRA Obligations. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee Employee or former employee Employee (including any beneficiary thereof) except in the case of an Assumed Plan. Except in the Businesscase of an Assumed Plan, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. . (b) With respect to Sellers' 401(k) each Assumed Plan and each asset of an Assumed Plan, Sellers shall amend there are no fees, penalties, surrender charges redemption charges or similar such expenses that would be incurred by Buyer, Seller, or Affiliates of either, or a participant or beneficiary if Buyer (or an Affiliate of Buyer) merges the 401(kAssumed Plan with a Buyer (or Affiliate) plan or arrangement or terminates the Assumed Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including after the Closing Date, but Buyer recognizes that terminating or merging the assumed 401(k) plan may result in the accelerated vesting of any contribution benefits for 401(k) plan participants. (i) With respect to all Transferred Employees who are presently participating in one or more flexible spending account plans of the Seller, Schedule 10.4(c) sets forth (A) the aggregate amount withheld to date under all such plans for Employees participating therein, (B) the aggregate amount of claims paid to date under all such plans for such Employees and (C) the annual amount elected to be withheld under all such plans for such Employees. Seller agrees to update Schedule 10.4(c) from the date of this Agreement to the 401(kClosing Date. (ii) Plan by Sellers Buyer agrees that all Employees described in respect Schedule 10.4(c) shall participate in a similar type of flexible spending account plan of the current Buyer (or an Affiliate of Buyer) and that each Employee’s elections, withholdings to date and claims paid will be credited under such plan, the result of which is to effect a transfer of such Employee’s account to the new plan yearand to continue participating in such plan without interruption. Accrued benefits or account balances Buyer and Seller agree that the respective Plan Administrators of Transferred Employees under the Employee Plans and Benefit Arrangements plans shall cooperate as necessary to effect a transfer of such information as shall be fully vested necessary to carryout this agreement. (iii) If, as of the Closing Date, the result of the amount specified in Section 10.4(c)(i)(A) less the amount specified in Section 10.4(c)(i)(B) (the “Net FSA Amount”) is greater than Zero and 00/100 Dollars ($0.00), then Sellers shall pay such Net FSA Amount in cash to Buyer within thirty (30) days of the Closing Date. If the Net FSA Amount is less than Zero and 00/100 Dollars ($0.00), then Buyer shall pay such Net FSA Amount in cash to Seller within thirty (30) days of the Closing Date. (bd) For purposes Buyer shall offer under its group health plan any COBRA continuation coverage required with respect to any qualified beneficiaries within the meaning of Seller's defined contribution plans (including any 401(k) Plan), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date under such plan, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the whose maximum period for continuation coverage required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on has not expired as of the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller Sellers shall retain all obligations and liabilities under the Employee Plans employee benefit plans and Benefit Arrangements benefit arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Scotts or one of the Business, including its affiliates shall retain all liabilities and obligations in respect of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans Scotts' employee benefit plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employeesbenefit arrangements, and neither Buyer Andersons nor any of its Affiliates affiliates shall have any liability with respect thereto. No assets of any Employee Plan of Sellers' employee benefit plans or Benefit Arrangement benefit arrangements shall be transferred to Buyer either Andersons or any of its Affiliates affiliates or to any plan of Buyer either Andersons or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Dateaffiliates. (b) For purposes of Seller's defined contribution plans With respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date retain (i) all liabilities and obligations arising under such planany group life, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer accident, medical, dental or one of its Affiliates may require evidence satisfactory disability plan or similar arrangement (whether or not insured) to the Buyer extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Sellers' plan(sClosing Date; (ii) is/are qualified all liabilities and obligations arising under Code Section 401(a) and that any worker's compensation arrangement to the Transferred Employeeextent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under Scotts' employee benefit plans and benefit arrangements to the 401(k) Planextent any such liability or obligation relates to the period prior to the Closing Date, including, without limitation, liabilities and obligations in respect of accruals through the same to be retained by SellerClosing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies. (c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who is on short-term disability under any Scotts' benefit plan on or prior to the Closing Date and continues on short-term disability after the Closing Date, Sellers shall treat all employees be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by Scotts' benefit plans or arrangements, until such time, (and their beneficiariesif any) who terminate employment with Sellers as a result that, in the case of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (, such Person resumes full-time employment with either Andersons or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any one of its employeesaffiliates.

Seller’s Employee Benefit Plans. (a) Seller and/or Parent shall retain all obligations and liabilities under the Employee Plans Compensation and Benefit Arrangements Plans in respect of each employee or former employee (including any beneficiary thereof) of the Business), including all of the any Transferred Employees. Any Except as expressly set forth herein, Seller, Parent or its designated Affiliate shall retain all liabilities and obligations in respect of benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans Compensation and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesPlans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Compensation and Benefit Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances balances, if any, of Transferred Employees under the Employee Plans Compensation and Benefit Arrangements Plans shall be fully vested vested, to the extent permitted under such Compensation and Benefit Plan, as of the Closing Date. (b) For purposes With respect to each employee or former employee of Seller's defined contribution plans Seller or Parent, including the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller or Parent, as applicable, shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date retain (i) all liabilities and obligations arising under such planany group life, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer accident, medical, dental or one of its Affiliates may require evidence satisfactory disability plan or similar arrangement or policy (whether or not insured) to the Buyer extent that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations liability or liabilities under obligation relates to vacation pay, sick leave or attributable other contributions or premiums accrued (whether or not payable), or to the 401(k) Planclaims incurred (whether or not reported), the same on or prior to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers ; (ii) all liabilities and obligations arising under any workers’ compensation arrangement of Seller or Parent; provided, that to the extent such liability or obligation relates to Transferred Employees, Seller or Parent shall notify Buyer promptly if it ceases only be liable with respect to provide the period prior to the Closing Date, including liability for any group health coverage retroactive workers’ compensation premiums attributable to any of its employeessuch period, and (iii) all other liabilities and obligations arising under the Compensation and Benefit Plans.

Seller’s Employee Benefit Plans. (a) Seller shall retain all ------------------------------- obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller or its designated Affiliate shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesArrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans With respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller shall treat retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive xxxxxxx'x compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Closing Date, including proportional accruals from May 31, 1997 through the Closing Date and including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, and any vacation plans, arrangements and policies. (c) With respect to any Transferred Employees as having been terminated. As soon as practicable Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability after the next valuation date under Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such planPerson, Sellers shall permit each to the extent that such claims and expenses are covered by a Benefit Arrangement, until such time, (if any) that, in the case of a Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Employee, such Person resumes full-time employment with Buyer or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(aany Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and that expenses incurred during the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of period prior to and ending on the parties shall pay its own expenses in connection with such rollovers. Neither Closing Date, and Buyer nor any or one of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (responsible for such Benefit Arrangements covering such pregnancies and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage maternity leave for the maximum period required by law subsequent to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. A-44 (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller shall retain all Liabilities in respect of the Business, including all of the Transferred Employees. Any claims made and benefits accrued as of and including the Closing Transferred Employee Hire Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesPlans, and neither Buyer nor any of its Affiliates shall have any liability Liability with respect thereto. No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With , except that at the request of a Transferred Employee, and to the extent permitted by applicable law or regulation, Seller will perform and undertake all acts as may be necessary to rollover or otherwise transfer the vested interests of such Transferred Employee in any qualified or non-qualified pension or Section 401(k) plans of Seller to a defined contribution plan established by Buyer ("BUYER'S DC PLAN") or to an individual retirement account designated by such Transferred Employee, PROVIDED, HOWEVER, that any direct rollover to the Buyer's DC Plan will be subject to the policies and procedures of Buyer with respect to Sellers' 401(k) direct rollovers generally except that to the extent that a Transferred Employee transfers a loan obligation to Buyer's DC Plan, Sellers Buyer's DC Plan shall amend the 401(k) Plan continue to provide that Transferred Employees accept repayments of such loan amounts and shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before otherwise administer such loans in accordance with their terms and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan yearERISA until such loan amounts are repaid or are foreclosed upon. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Transferred Employee Hire Date. (b) For purposes of Seller's defined contribution plans With respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller shall treat be liable for and obligated to pay and indemnify and hold Buyer and its Affiliates harmless from any and all expenses, contracts, agreements, commitments, obligations, claims, suits, and other Liabilities of any nature whatsoever, whether known or unknown, accrued or not accrued, fixed of contingent or arising hereafter, directly or indirectly (i) arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such Liability relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Transferred Employees as having been terminated. As soon as practicable after the next valuation date Employee Hire Date, (ii) arising under such plan, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyerany worker's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory compensation arrangement to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that extent such Liability relates to any period prior to the Transferred EmployeeEmployee Hire Date, including Liability for any retroactive worker's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or compensation premiums attributable to such period (iii) arising under the 401(kEmployee Plans to the extent any such Liability relates to the period prior to the Transferred Employee Hire Date, and (iv) Planseverance obligations, the same to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers if any, due a Transferred Employee or any employee of Seller as a result of or in connection with the transactions contemplated by this sale (regardless Agreement under any severance plan of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (Seller or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employeesAffiliates; PROVIDED, that the foregoing shall not alter Buyer's obligations with respect to the Assumed Vacation Liabilities as provided in Section 2.3(c). Seller shall be responsible for any COBRA coverage and coverage continuation notices required to be provided with respect to any employees and former employees terminated by Seller, and Buyer shall be responsible for such matters with respect to any Transferred Employees terminated by Buyer after the Transferred Employee Hire Date.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller or its designated Affiliate shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesArrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' Seller's 401(k) Plan, Sellers Seller shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan Plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers Seller in respect of the current plan yearPlan year of the 401(k) Plan. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans With respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller shall treat retain (i) all liabilities and obligations arising under any group life, accident, medical, dental, or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period, and (iii) all other liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Closing Date, including proportional accruals from January 1, 2002 through the Closing Date and including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements, and policies. (c) With respect to any Transferred Employees as having been terminated. As soon as practicable Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability after the next valuation date under Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such planPerson, Sellers shall permit each to the extent that such claims and expenses are covered by a Benefit Arrangement, until such time, (if any) that, in the case of a Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Employee, such Person resumes full-time employment with Buyer or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(aany Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and that expenses incurred during the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of period prior to and ending on the parties shall pay its own expenses in connection with such rollovers. Neither Closing Date, and Buyer nor any or one of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (responsible for such benefit arrangements covering such pregnancies and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage maternity leave for the maximum period required by law subsequent to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account -------------------------------- balances of Transferred Employees under the Employee Plans and Benefit Arrangements any employee benefit plan or health insurance plan shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans With respect to the Transferred Employees (including any 401(kbeneficiary or dependent thereof, Seller shall retain (i) Planall liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), Sellers shall treat or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any workers compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive xxxxxxx'x compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under any employee benefit plan or health insurance plan to the extent any such liability or obligation relates to the period prior to the Closing Date including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, and any vacation plans, arrangements and policies. (c) With respect to any Transferred Employees as having been terminated. As soon as practicable Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any employee benefit plan or health insurance plan on or prior to the Closing Date and continues in a hospital or on short-term disability after the next valuation date under Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by any employee benefit plan or health insurance plan, Sellers shall permit each until such time, (if any) that, in the case of a Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Employee, such Person resumes fulltime employment with Buyer or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(aany employee benefit plan or health insurance plan covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and that expenses incurred during the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of period prior to and ending on the parties shall pay its own expenses in connection with such rollovers. Neither Closing Date, and Buyer nor any or one of its Affiliates shall assume any obligations be responsible for such employee benefit plan or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (health insurance plan covering such pregnancies and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage maternity leave for the maximum period required by law subsequent to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) of who is not a Transferred Employee. (b) With respect to the BusinessTransferred Employees (including any beneficiary or dependent thereof), Seller shall retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive xxxxxxx'x compensation premiums attributable to such period and (iii) all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees other liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Closing Date, including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies. (c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability covered under any Benefit Arrangement or Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability after the Closing Date, Seller shall be promptly paid by Sellers responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by a Benefit Arrangement Employee Plan, until such time, (if any) that, in the case of a Transferred EmployeesEmployee, and neither such Person resumes full-time employment with Buyer nor any or one of its Affiliates shall have any liability with respect thereto. No assets and, in the case of any Employee Plan beneficiary or Benefit Arrangement shall be transferred to Buyer or any dependent of its Affiliates or to any plan of Buyer or any of its Affiliatesa Transferred Employee, such Person's hospitalization has terminated. With respect to Sellers' 401(k) Planany Benefit Arrangements Employee Plan covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall amend the 401(k) Plan to provide that Transferred Employees Seller shall be entitled responsible for all claims (whether or not reported) and expenses incurred during the period prior to a pro rata portion, based and ending on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (bd) For purposes of Seller's defined contribution plans (including any 401(k) Plan)Seller shall be responsible, Sellers and Buyer shall treat the have no responsibility, for all severance obligations to all employees who do not become Transferred Employees as having been terminated. As soon as practicable after the next valuation date under such plan, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by SellerEmployees. (ce) Sellers Buyer shall treat all cover each Transferred Employee with medical insurance substantially similar to that provided to other like employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employeesBuyer.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements any other benefit plan or arrangement of Seller or its affiliate in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller or its designated affiliate shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employeesany other benefit plan or arrangement of Seller or its affiliate, and neither Buyer nor any of its Affiliates affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates affiliates or to any plan of Buyer or any of its Affiliatesaffiliates. With respect Seller shall take all actions necessary (including any necessary plan amendments) to Sellers' cause accrued benefits or account balances of Transferred Employees under the Seller 401(k) PlanPlans to be fully vested as of the Closing Date, Sellers shall amend the 401(k) Plan and to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number full benefit of days of any matching contribution under the current Seller 401(k) Plans for the plan year that occur before and including includes the Closing Date, of any contribution Date (the "Closing Plan Year") attributable to amounts actually deferred prior to the 401(k) Plan Closing Date by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Seller 401(k) Plans during the Closing Plan Year, to the extent consistent with the governing plan documents and Benefit Arrangements shall be fully vested as the past practice of Seller, excluding: (i) any discretionary matching contribution determined after the Closing Date; and (ii) any nondiscretionary matching contribution the allocation of which to a participant's account is conditioned on such participant's being employed at the end of the Closing DatePlan Year. (b) For purposes In the event that Seller reasonably determines that the transactions contemplated by this Agreement constitute an event described in Section 401(k)(10)(A)(ii) of Seller's defined contribution plans the Code, Seller shall take all actions necessary: (including any 401(ki) Plan), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date under such plan, Sellers shall to permit each Transferred Employees to elect a direct rollover to take distributions (subject to applicable law) of his their accounts thereunder in accordance with the terms of such plans; and (ii) to the extent Transferred Employees so elect, to roll over the amounts received from the Seller 401(k) Plans (including, to the extent permissible under applicable law, any outstanding loans) to an individual retirement account balance or to Buyer's one or more defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to the Buyer that the Sellers' plan(s) is/are retirement plans qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.Code

Seller’s Employee Benefit Plans. (a) Except for the Assumed Employee Liabilities or as otherwise expressly reflected as a Liability in the Final Working Capital, Seller shall retain all obligations and liabilities Liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Retained Employee. Except for the Assumed Employee Liabilities and the employee related Liabilities reflected in the Final Working Capital, Seller or its designated Affiliate shall retain all Liabilities in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Retained Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesPlans, and neither Buyer Purchaser nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer Purchaser or any of its Affiliates or to any plan of Buyer Purchaser or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Retained Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. Purchaser shall not assume any Seller equity awards. Purchaser shall assume the liability to provide continuation coverage pursuant to Section 4980B of the Code from and after the Closing Date to Active Employees identified in Schedule 7.1(a) hereto who are eligible for continuation coverage benefits. (b) For purposes of Seller's defined contribution plans With respect to the Retained Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller shall treat retain, except for the Transferred Employees as having been terminatedAssumed Employee Liabilities and the employee related Liabilities reflected in the Final Working Capital, (i) all Liabilities arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all Liabilities arising under any worker’s compensation arrangement to the extent such Liability relates to the period prior to the Closing Date, including Liability for any retroactive worker’s compensation premiums attributable to such period and (iii) all other Liabilities arising under the Employee Plans to the extent any such Liability relates to the period prior to the Closing Date. As soon as practicable With respect to any Retained Employees, Purchaser shall assume all accrued and unpaid vacation time to the extent set forth in Final Working Capital. (c) With respect to any Retained Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short term disability under any Employee Plan on or prior to the Closing Date and continues in a hospital or on short term disability after the next valuation date under Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such planPerson, Sellers shall permit each Transferred Employees to elect the extent that such claims and expenses are covered by an Employee Plan, until such time (if any) that, in the case of a direct rollover of his account balance to Buyer's defined contribution plan. Buyer Retained Employee, such Person resumes full time employment with Purchaser or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Retained Employee, such Person’s hospitalization has terminated. With respect to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(aany Employee Plans covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and that expenses incurred during the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of period prior to and ending on the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any Closing Date, and Purchaser or one of its Affiliates shall assume any obligations or liabilities under or attributable be responsible for such expenses and costs relating to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (such pregnancies and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage maternity leave for the maximum period required by law subsequent to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain retain, perform and pay all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) thereof of the BusinessSeller). Seller shall retain, including perform and pay all liabilities and obligations in respect of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees or for Hired Parties under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employeesor otherwise, and neither Buyer nor any of its Affiliates shall not have any liability with respect thereto. No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any Buyer, without the written consent of its AffiliatesBuyer. With However, with respect to Sellers' Seller's 401(k) Planretirement plan, Sellers Seller shall amend cooperate and assist any Hired Party who so requests, in making a direct rollover of the Hired Party's vested account balance to Buyer's 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans (including any 401(k) Plan), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date under Closing Date. Buyer shall cooperate with Seller and any Hired Party with respect to such plandirect rollover, Sellers shall permit each Transferred Employees to elect a provided that Buyer determines that the direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to is permitted under the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatmentregulations thereunder. Each of the parties hereto shall pay its own expenses in connection with such rollovers. Neither Buyer nor direct rollover. (b) With respect to the Hired Parties (including any of its Affiliates beneficiary or dependent thereof), Seller shall assume retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or liabilities under obligation relates to the period on or prior to the Closing Date, including liability for any retroactive workxxx'x xxxpensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the 401(k) Plan, Employee Plans and the same to be retained by SellerBenefit Arrangements. (c) Sellers shall treat all employees With respect to any Hired Party (and their beneficiariesincluding any beneficiary or dependent thereof) who terminate employment enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date, Seller shall be responsible for claims and expenses incurred before the Closing Date in connection with Sellers as a result such Person. With respect to any of this sale Seller's Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (regardless whether or not reported) and expenses incurred by any Hired Party during the period prior to and ending on the Closing Date. (d) Seller shall provide or shall cause Paychex Business Solutions to provide all notices and any continuation of whether health benefit coverage required to be provided to any of Seller's employees, former employees, or the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in beneficiaries or dependents of such employees or former employees, under Section 4980B of the Code (herein collectively referred to as "COBRA"), to the extent such notices and shall continue continuation of health benefit coverage are required to provide COBRA Coverage for the maximum period required be provided by law reason of events occurring prior to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing DateDate or by reason of the transactions contemplated by this Agreement. Sellers Seller shall continue the health coverage required by COBRA and the provisions of this Agreement irrespective of the elimination of any health benefit plan of Seller. Seller shall promptly notify Buyer promptly if it ceases of the elimination of any health benefit plan of Seller prior to the end of the maximum coverage period described in Section 4980B(f)(2)(1)(B) and shall provide any group health coverage Buyer with evidence, to any the satisfaction of its employeesBuyer, of continuing compliance with this Section 7.04(d).

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements any other benefit plan or arrangement of Seller or its affiliate in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller or its designated affiliate shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employeesany other benefit plan or arrangement of Seller or its affiliate, and neither Buyer nor any of its Affiliates affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates affiliates or to any plan of Buyer or any of its Affiliatesaffiliates. With respect Seller shall take all actions necessary (including any necessary plan amendments) to Sellers' cause accrued benefits or account balances of Transferred Employees under the Seller 401(k) PlanPlans to be fully vested as of the Closing Date, Sellers shall amend the 401(k) Plan and to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number full benefit of days of any matching contribution under the current Seller 401(k) Plans for the plan year that occur before and including includes the Closing Date, of any contribution Date (the "CLOSING PLAN YEAR") attributable to amounts actually deferred prior to the 401(k) Plan Closing Date by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Seller 401(k) Plans during the Closing Plan Year, to the extent consistent with the governing plan documents and Benefit Arrangements shall be fully vested as the past practice of Seller, excluding: (i) any discretionary matching contribution determined after the Closing Date; and (ii) any nondiscretionary matching contribution the allocation of which to a participant's account is conditioned on such participant's being employed at the end of the Closing DatePlan Year. (b) For purposes In the event that Seller reasonably determines that the transactions contemplated by this Agreement constitute an event described in Section 401(k)(10)(A)(ii) of Seller's defined contribution plans the Code, Seller shall take all actions necessary: (including any 401(ki) Plan), Sellers shall treat the Transferred Employees as having been terminated. As soon as practicable after the next valuation date under such plan, Sellers shall to permit each Transferred Employees to elect a direct rollover to take distributions (subject to applicable law) of his their accounts thereunder in accordance with the terms of such plans; and (ii) to the extent Transferred Employees so elect, to roll over the amounts received from the Seller 401(k) Plans (including, to the extent permissible under applicable law, any outstanding loans) to an individual retirement account balance or to Buyer's one or more defined contribution plan. retirement plans qualified under Section 401(a) of the Code and maintained by Buyer or one of its Affiliates may require evidence satisfactory to affiliates (the "BUYER 401(k) PLANS"). Buyer shall cause the Buyer 401(k) Plans to accept such rollovers, PROVIDED Buyer receives evidence reasonably acceptable to it that the Sellers' plan(sSeller 401(k) is/Plans are qualified under Code Section 401(a) the applicable provisions of the Code. In the event that Buyer and Seller reasonably determine that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained transactions contemplated by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as Agreement do not constitute an event described in Section 4980B 401(k)(10)(A)(ii) of the Code Code, then as soon as practical following receipt by Buyer and Seller of favorable determination letters or Buyer's certification to Seller, and Seller's certification to Buyer, in a manner reasonably acceptable to both Seller and Buyer, that Buyer's 401(k) Plans and Seller's 401(k) Plans are qualified under the applicable provisions of the Code, Seller shall continue cause the trustee of Seller's 401(k) Plans to provide COBRA Coverage for transfer, solely in the maximum period required form of cash or notes representing outstanding participant loans, assets representing the full account balances of the Transferred Employees, together with the appropriate net investment return (including unrealized appreciation or depreciation) thereon, reduced by law any necessary benefit or withdrawal payments made in respect of Transferred Employees prior to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases actual date of transfer, to provide any group health coverage to any the trustee of its employees.Buyer's 401(k)

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities Liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) of the Business), including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees, and neither Buyer nor any of its Affiliates shall have any liability with respect theretoKey Employee. No assets of any Employee Plan or Benefit Arrangement shall be transferred Key to Buyer or any of its their Affiliates or to any plan of Buyer or any of its their Affiliates. With respect to Sellers' 401(k) PlanSeller's qualified pension plans, Sellers Seller shall amend the 401(k) Plan such plans to provide that Transferred Key Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan qualified retirement plans by Sellers Seller in respect of the current plan year. Accrued benefits or (b) With respect to the Key Employees (including any beneficiary or account balances of Transferred Employees dependent thereof), Seller shall retain all Liabilities and obligations arising under the Employee Plans and Benefit Arrangements shall be fully vested as of to the extent that such Liabilities or obligations relate to the period on or prior to the Closing Date. (bc) With respect to any Key Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person. (d) With respect to any Employee Plans that are group health plans as defined in Section 5000(b)(1) of the Code, Seller shall satisfy the notice requirements of Section 4980B and 9801 of the Code. Seller shall treat all employees (and their beneficiaries) who terminate employment with Seller as a result of this transaction as "qualified beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code ("COBRA coverage"), regardless of whether the employee becomes a Key Employee, and Seller shall continue to provide COBRA coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA coverage as of the Closing. Seller shall promptly notify Buyer if it ceases to provide any group coverage to any of its employees. (e) For purposes of Seller's defined contribution plans (including any 401(k) Plan), Sellers Seller shall treat the Transferred Employees cooperate and assist any Key Employee who so requests, as having been terminated. As soon as practicable after the next valuation date under such planClosing Date, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to the Buyer that the Sellers' Seller's plan(s) is/are qualified under Code Section 401(a) and that the Transferred Key Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities Liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesPlans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date. (b) For purposes of Seller's defined contribution plans With respect to the Transferred Employees (including any 401(k) Planbeneficiary or dependent thereof), Sellers Seller shall treat retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker’s compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker’s compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the Employee Plans to the extent any such liability or obligation relates to the period prior to the Closing Date including liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies. (c) With respect to any Transferred Employees as having been terminated. As soon as practicable Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability after the next valuation date under Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such planPerson, Sellers shall permit each to the extent that such claims and expenses are covered by an Employee Plan, until such time (if any) that, in the case of a Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Employee, such Person resumes full-time employment with Buyer or one of its Affiliates may require evidence satisfactory and, in the case of any beneficiary or dependent of a Transferred Employee, such Person’s hospitalization has terminated. With respect to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(aany Employee Plans covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and that expenses incurred during the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of period prior to and ending on the parties shall pay its own expenses in connection with such rollovers. Neither Closing Date, and Buyer nor any or one of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, the same to be retained by Seller. (c) Sellers shall treat all employees (responsible for such Employee Plans covering such pregnancies and their beneficiaries) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue to provide COBRA Coverage maternity leave for the maximum period required by law subsequent to any former employee (or beneficiary) who is receiving COBRA Coverage on the Closing Date. Sellers shall notify Buyer promptly if it ceases to provide any group health coverage to any of its employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee current or former employee member of the Dedicated Staff (including any beneficiary thereof) ). Except as expressly set forth in Section 2.03 and this Article 9, Seller or its designated Subsidiary shall retain all liabilities and obligations in respect of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Relevant Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred EmployeesArrangements, and neither Buyer nor any of its Affiliates Subsidiaries shall have any liability with respect thereto. No assets or liabilities of any Employee Plan or Benefit Arrangement shall be transferred to to, or assumed by, Buyer or any of its Affiliates Subsidiaries or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing DateSubsidiaries. (b) For purposes Seller’s plans shall be responsible for medical expenses covered by Seller’s welfare benefit plans; provided that such expenses were incurred prior to the Closing Date regardless of Seller's defined contribution plans (including any 401(k) Plan), Sellers shall treat the Transferred Employees as having been terminatedwhether payments are made after Closing. As soon as practicable after the next valuation date under such plan, Sellers shall permit each Transferred Employees to elect a direct rollover of his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates may require evidence satisfactory to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties Closing, any member of the Dedicated Staff who is receiving benefits under Seller’s short-term disability program shall pay its own expenses in connection with be deemed to be an employee of Seller until such rolloverstime as such employee is no longer eligible for Seller’s short-term disability program. Neither Buyer nor any of its Affiliates shall assume any obligations If at such time the employee is eligible for long-term disability benefits or liabilities under or attributable to the 401(k) Plandisability retirement, the same to be retained by employee shall receive such benefits under Seller’s long-term disability program or pension plan. (c) Sellers Seller shall treat vest all employees (and their beneficiariesRelevant Employees in all benefits accrued through the Closing Date under Seller’s Employee Plans that are intended to qualify under Section 401(a) who terminate employment with Sellers as a result of this sale (regardless of whether the employee becomes a Transferred Employee) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the Code and shall continue Code. (d) Seller will remain responsible for (i) all benefits payable to provide COBRA Coverage for members of the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA Coverage Dedicated Staff who, as of the close of business on the day immediately preceding the Closing Date. Sellers shall notify Buyer promptly if it ceases , were determined to provide be totally and permanently disabled in accordance with the applicable provisions of Seller’s health, accident, sickness, salary continuation, or short-term or long-term disability benefit plans or programs, and (ii) all benefits payable to members of the Dedicated Staff, who as of the close of business on the business day immediately preceding the Closing Date, were receiving short-term disability benefits in accordance with the applicable provisions of Seller’s short-term disability benefit- plans or programs; and (iii) all benefits payable to members of the Dedicated Staff who, as of the close of business on the business day immediately preceding the Closing Date, were on any group health coverage to any type of its employeesleave other than vacation leave.