Common use of Treatment of Employees Clause in Contracts

Treatment of Employees. At the Effective Time, the Parent shall cause the Surviving Company to offer employment to all persons other than Craig Carroll (to whom the Parent shall cause the Surviving Corporatiox xx xxxxx x consulting arrangement) who are employees of the Company immediately prior to the Closing (the "Company Employees"). In addition, the Parent shall grant to the individuals listed on Schedule 5.5 hereto stock options to purchase shares of Parent's common stock at such time, in such amounts and at such exercise prices set forth opposite such individual's name on Schedule 5.5 hereto. As of the Effective Time (or as soon as practicable thereafter), unless the Parent continues the Company Plans, the Parent shall permit the Company Employees to participate in the Parent's employee benefit plans, including its medical plan, dental plan, life insurance plan and disability plan, under the same coverage applicable to similarly situated employees of the Parent, giving such Company Employees service credit for their prior employment with the Company for eligibility and vesting purposes for all of Parent's employee benefit plans as if such service had been performed with the Parent (but only to the extent such credit was given under a comparable Company Plan immediately prior to the Closing, and in no event where such credit would result in an unintended duplication of benefits). Except to the extent otherwise provided above, nothing in this Section 5.5 or elsewhere in this Agreement will require Parent to provide or cause to provide any particular form of employee benefit or establish or maintain any particular type or form of employee benefit arrangement. Except with respect to the options to be granted, as provided in the second sentence of this Section 5.5, nothing in this Section 5.5 or elsewhere in this Agreement will preclude Parent from (i) amending or terminating in its discretion any Company Plan or employee benefit plan, program or policy sponsored or maintained by Parent or any of its Subsidiaries in which current or former employees of Parent or any of its Subsidiaries participate and have any right to receive benefits, or (ii) following the Effective Time, terminating the employment of any Company Employee.

Treatment of Employees. At Except as set forth in Schedule 5.8, at the Effective Time, the Parent shall cause the Surviving Company Corporation to offer employment to all persons other than Craig Carroll (to whom the Parent shall cause the Surviving Corporatiox xx xxxxx x consulting arrangement) who are employees of the Company immediately prior to the Closing (the "Company Employees"). In addition) if such offer is necessary as a matter of law in order for such employees to become employees of the Surviving Corporation, such employment to be for substantially equivalent positions and on substantially equivalent wage or compensation rates as such Company Employees have with the Parent shall grant Company and such employment to be at the individuals listed on Schedule 5.5 hereto stock options to purchase shares of ParentCompany's common stock at such time, in such amounts and at such exercise prices set forth opposite such individual's name on Schedule 5.5 heretoexisting facilities. As of the Effective Time (or as soon as practicable thereafter), unless the Parent continues shall, at its option, cause the Company Plans, Surviving Corporation to continue the Parent shall permit Company's employee benefit plans or enroll the Company Employees to participate in the Parent's employee benefit plans, including its (if generally offered by Parent) vacation plan, medical plan, dental plan, 401(k) plan, life insurance plan and disability plan, under the same coverage applicable to similarly situated employees of the Parent, (i) giving such Company Employees service credit for their prior employment with the Company for eligibility and vesting purposes for all of Parent's employee benefit plans as if such service had been performed with the Parent Parent, (but only ii) waiving all limitations as to preexisting condition exclusions, evidence of insurability provisions, waiting periods or similar limitations to the extent such credit was given waiver is possible under a comparable Company Plan immediately the Parent's employee benefit plans and (iii) for purposes of computing deductible amounts, expenses and claims incurred prior to the ClosingClosing Date under the Company's group of medical plans shall be credited and recognized. Notwithstanding the foregoing, and in no event where such credit would result in an unintended duplication of benefits). Except (a) prior to the extent otherwise provided above, nothing in this Section 5.5 or elsewhere in this Agreement will require Parent to provide or cause to provide any particular form of employee benefit or establish or maintain any particular type or form of employee benefit arrangement. Except with respect to the options to be granted, as provided in the second sentence of this Section 5.5, nothing in this Section 5.5 or elsewhere in this Agreement will preclude Parent from (i) amending or terminating in its discretion any Company Plan or employee benefit plan, program or policy sponsored or maintained by Parent or any of its Subsidiaries in which current or former employees of Parent or any of its Subsidiaries participate and have any right to receive benefits, or (ii) following the Effective Time, terminating the Company will take such action as is necessary to ensure that only eligible Employees and their dependents are covered by the Company Plans relating to health or medical benefits, and (b) nothing contained in this Agreement shall confer upon any Company Employee any right with respect to continuance of employment by the Surviving Corporation, nor shall anything herein interfere with the right of the Surviving Corporation to terminate the employment of any of the Company EmployeeEmployees at any time, with or without cause, or restrict the Parent or the Surviving Corporation in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment (including the employee benefits) of the Company Employees following the Closing.

Treatment of Employees. At For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) under the Effective Time, the employee benefit plans of Parent shall cause the Surviving Company and its Subsidiaries providing benefits to offer employment to all persons other than Craig Carroll (to whom the Parent shall cause the Surviving Corporatiox xx xxxxx x consulting arrangement) who are employees of the Company immediately prior to any Business Employee after the Closing (the "Company Employees"). In addition, the Parent shall grant to the individuals listed on Schedule 5.5 hereto stock options to purchase shares of Parent's common stock at such time, in such amounts and at such exercise prices set forth opposite such individual's name on Schedule 5.5 hereto. As of the Effective Time (or as soon as practicable thereafter“New Plans”), unless the Parent continues the Company Plans, the Parent each Business Employee shall permit the Company Employees to participate in the Parent's employee benefit plans, including its medical plan, dental plan, life insurance plan and disability plan, under the same coverage applicable to similarly situated employees be credited with his or her years of the Parent, giving such Company Employees service credit for their prior employment with the Company and its Subsidiaries and their respective predecessors before the Closing, to the same extent as such Business Employee was entitled, before the Closing, to credit for eligibility and vesting purposes for all of Parent's employee benefit plans as if such service had been performed with the Parent (but only under any similar Benefit Plan in which such Business Employee participated or was eligible to the extent such credit was given under a comparable Company Plan participate immediately prior to the Closing; provided, and in no event where such credit however, that the foregoing shall not apply (i) to the extent that its application would result in an unintended a duplication of benefits). Except benefits to the extent otherwise provided aboveBusiness Employee for the same period of service, nothing in this Section 5.5 or elsewhere in this Agreement will require Parent to provide or cause to provide (ii) for benefit accrual purposes under any particular form of employee New Plan that is a defined benefit or establish or maintain any particular type or form of employee benefit arrangement. Except with respect to the options to be granted, as provided in the second sentence of this Section 5.5, nothing in this Section 5.5 or elsewhere in this Agreement will preclude Parent from (i) amending or terminating in its discretion any Company Plan or employee benefit pension plan, program or policy sponsored or maintained by and (iii) to any newly established Benefit Plan of Parent or any of its Subsidiaries in for which current or former similarly situated employees of Parent or any of its Subsidiaries participate do not receive past service credit. In addition, and have without limiting the generality of the foregoing, (i) each Business Employee shall be immediately eligible to participate, without any right waiting time, in any and all New Plans to receive benefitsthe extent coverage under such New Plan is comparable to a Benefit Plan in which such Business Employee participated immediately before the Closing (such plans, or collectively, the “Old Plans”), and (ii) following for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Business Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Business Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plans. With regards to continuing Business Employees, Parent or one of its Affiliates (including the Company and Subsidiaries after the Effective Time), terminating the employment PEO Arrangement will continue through the Closing, and, as soon as reasonably practicable following the Closing, Parent shall take all necessary actions to transition the Business Employees onto the New Plans following any requisite notice and termination provisions under the PEO Arrangement. 6.2 Termination of any 401(k) Plan. The Company Employee.shall cause Themis to take all necessary actions to terminate the Themis 401(k) Plan (the “Company 401(k) Plan”) effective as of the day immediately prior to the Closing. As soon as practicable following the Closing, Parent shall take all necessary actions to permit the Business Employees that are entitled to receive an “eligible rollover distribution” (as defined in Code Section 402(c)(4)) from the Company 401(k) Plan, to roll over such

Treatment of Employees. At the Effective Time, the Parent shall cause ABI or the Surviving Company to Corporation shall offer employment to all persons other than Craig Carroll (to whom the Parent shall cause the Surviving Corporatiox xx xxxxx x consulting arrangement) who are those employees of the Company immediately prior to listed on Schedule 8.13 of the Closing ABI Disclosure Schedule (the "Continuing Company Employees"). In additionPrior to the Effective Time, the Parent Company shall grant to terminate the individuals listed on Schedule 5.5 hereto stock options to purchase shares employment of Parent's common stock at such time, in such amounts and at such exercise prices set forth opposite such individual's name on Schedule 5.5 heretoall employees of the Company other than the Continuing Company Employees. As of the Effective Time (or as soon as practicable thereafter), unless ABI or the Parent continues Surviving Corporation continue the Company's employee benefit plans and except as provided below with respect to the Company PlansGroup Medical Plan (as defined below), the Parent ABI shall permit the Continuing Company Employees to participate in the ParentABI's employee benefit plans, including its medical plan, dental plan, life insurance plan and disability plan, under the same coverage applicable to similarly situated employees of the ParentABI, giving such Continuing Company Employees service credit for their prior employment with the Company for eligibility eligibility, vesting and vesting benefit accrual (but only, in the case of benefit accrual, in determining vacation or paid time off) purposes for all of ParentABI's employee benefit plans as if such service had been performed with the Parent ABI (but only to the extent such credit was given under a comparable Company Plan employee benefit plan immediately prior to the Closing, and in no event where such credit would result in an unintended duplication of benefitsbenefits and benefit accruals in the case of paid time off and vacation). Except to the extent otherwise provided above, nothing in this Section 5.5 8.13 or elsewhere in this Agreement will require Parent ABI to provide or cause to provide any particular form of employee benefit or establish or maintain any particular type or form of employee benefit arrangement. Except with respect to the options to be granted, as provided extent otherwise set forth below in the second sentence of this Section 5.58.13, nothing in this Section 5.5 8.13 or elsewhere in this Agreement will preclude Parent ABI from (i) amending or terminating in its discretion any Company Plan or employee benefit plan, program or policy sponsored or maintained by Parent Company, ABI or any of its their respective Subsidiaries in which current or former employees of Parent or any of its Subsidiaries participate and have any right to receive benefits, or (ii) following the Effective Time, terminating the employment of any Continuing Company Employee. Notwithstanding any other provision of this Agreement to the contrary, ABI shall maintain or cause the Surviving Corporation to maintain the Company Group Medical Plan for a period of no less than 18 months following the Closing for the benefit of the Continuing Company Employees and for purposes of allowing any former employees of the Company that are not employed by ABI or any of its Subsidiaries (including, without limitation, the Surviving Corporation) and existing COBRA beneficiaries at the time of Closing to enjoy COBRA continuation coverage benefits under the Company Group Medical Plan in accordance with applicable law; provided, however, that in no event shall ABI, the Surviving Corporation or any other Subsidiary of ABI be responsible or obligated for (1) with respect to the Continuing Company Employees, any cost or contribution in excess of the cost-sharing, as between employee and employer, in effect under the group medical plan maintained by the Company immediately prior to the Closing and (2) with respect to former employees of the Company or other COBRA beneficiaries of the Company, payment of all or any portion of the premium or other benefit cost in connection with such former employee's or COBRA beneficiary's heath insurance coverage or benefits under the Company Group Medical Plan or in connection with such COBRA benefits. For purposes of this Section 8.13, the term "Company Group Medical Plan" shall mean the group medical plan maintained by the Company immediately prior to the Closing or, to the extent such plan's insurance carrier or the terms of such plan do not permit ABI to so maintain such plan, a group medical plan providing substantially identical benefits to the group medical plan maintained by the Company immediately prior to the Closing, or if no such plan can be obtained by the Surviving Corporation or ABI, the group medical plan maintained by ABI for the benefit of its employees generally.