Common use of Benefit Arrangements Clause in Contracts

Benefit Arrangements. Parent agrees that all employees of the Company and any of its Subsidiaries who continue employment with Parent or any subsidiary of Parent after the Effective Time ("CONTINUING EMPLOYEES") shall be eligible to continue to participate in the Company's (or its Subsidiary's, as applicable) health, vacation, welfare and retirement benefit plans; provided, however, that (i) nothing in this Section 5.18 or elsewhere in this Agreement shall limit the right of Parent to amend or terminate any such benefit plan or arrangement at any time, and (ii) if Parent terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's benefit plans and vacation policies, in each case to the same extent as employees of Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company for purposes of eligibility to participate, vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent's benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of its Subsidiaries immediately prior to the Effective Time. Parent shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit plans. Nothing in this Section 5.18 or elsewhere in this Agreement, shall be construed to create a right in any employee to continuing employment.

Benefit Arrangements. (a) Subject to the other provisions of this paragraph, Parent agrees that all full-time employees of the Company and any of its Subsidiaries who continue employment with Parent or any subsidiary of Parent the Surviving Corporation after the Effective Time (the "CONTINUING EMPLOYEES") shall be eligible have the opportunity to participate, or to continue to participate participate, in employee benefit plans and arrangements of the Surviving Corporation that provide the following benefits: medical/dental/vision care, life insurance, disability income, sick pay, holiday pay and vacation pay, dependent care, severance benefits and participation in the Company401(k) plan (the "PLANS"). Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans, provided that each Continuing Employee shall retain credit, for purposes of any service requirements for participation or vesting in a Plan, for his or her period of service with the Company or any of its Subsidiaries. Each Continuing Employee who, at the Effective Time, was participating in an employee group health plan maintained by Company or any of its Subsidiaries that is terminated by Parent shall not be excluded from Parent's (employee group health plan or its Subsidiary'slimited in coverage thereunder by reason of any waiting period restriction or pre-existing condition limitation; PROVIDED, as applicable) health, vacation, welfare and retirement benefit plans; provided, howeverHOWEVER, that (i) nothing in this Section 5.18 6.11 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan or arrangement at any time, and (ii) if Parent or the Surviving Corporation terminates any such planPlan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's benefit the plans and vacation policies, in each case or arrangements of the Parent that provide benefits similar to the same extent as employees of Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company for purposes of eligibility to participate, vesting, and eligibility to receive benefits provided under any such terminated Plan, as determined by Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent's benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of in its Subsidiaries immediately prior to the Effective Time. Parent shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit planssole discretion. Nothing in this Section 5.18 6.11 or elsewhere in this Agreement, Agreement shall be construed to create a right in any employee to continuing employment with Parent, the Surviving Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be "at will" employment, if permitted under applicable law.

Benefit Arrangements. Subject to the other provisions of this paragraph, Parent agrees that all full-time employees of the Company and any of its Subsidiaries who continue employment with Parent or any subsidiary of Parent the Surviving Corporation after the Effective Time Closing Date (the "CONTINUING EMPLOYEESContinuing Employees") shall be eligible have the opportunity to participate, or to continue to participate participate, in employee benefit plans and arrangements of the Surviving Corporation that provide the following benefits: medical and dental care, time off pay (in accordance with the Company's past practices) and participation in the 401(k) plan (the "Plans"). Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans, provided that each Continuing Employee shall retain credit, for purposes of any service requirements for participation or its Subsidiary'svesting in a Plan, for his or her period of service with the Company. Each Continuing Employee who, as applicable) healthof the Closing Date, vacation, welfare and retirement benefit planswas participating in an employee group health plan maintained by Company which plan is terminated by Parent shall not be excluded from Parent's employee group health plan or limited in coverage thereunder by reason of any waiting period restriction or pre-existing condition limitation; provided, however, that (i) nothing in this Section 5.18 7.2 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan or arrangement at any time, and (ii) if Parent or the Surviving Corporation terminates any such planPlan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's benefit the plans and vacation policies, in each case or arrangements of the Parent that provide benefits similar to the same extent as employees of Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company for purposes of eligibility to participate, vesting, and eligibility to receive benefits provided under any such terminated Plan, as determined by Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent's benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of in its Subsidiaries immediately prior to the Effective Time. Parent shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit planssole discretion. Nothing in this Section 5.18 7.2 or elsewhere in this Agreement, Agreement shall be construed to create a right in any employee to continuing employment with Parent, the Surviving Corporation or any other subsidiary of Parent, and the employment of each Continuing Employee shall be "at will" employment, if permitted under applicable law. It is expressly agreed that the provisions of this Section 7.2 are not intended to be for the benefit of or otherwise enforceable by any third Person, including, without limitation, any employee of the Company, or any collective bargaining unit or employee organization.

Benefit Arrangements. The Parent agrees that all employees of the Company and any of its Subsidiaries who continue employment with the Parent or any subsidiary of the Parent after the Effective Time ("CONTINUING EMPLOYEES"“Continuing Employees”) shall be eligible to continue to participate in the Company's (or its Subsidiary's, as applicable) ’s health, vacation, welfare and retirement benefit plans; provided, however, that (i) nothing in this Section 5.18 6.11 or elsewhere in this Agreement shall limit the right of the Parent to amend or terminate any such benefit plan or arrangement at any time, ; and (ii) if the Parent terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in the Parent's ’s benefit plans and vacation policies, in each case to the same extent as employees of the Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company for purposes of eligibility to participate, vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under the Parent's ’s benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of its Subsidiaries immediately prior to the Effective Time. The Parent shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit plans. Nothing in this Section 5.18 6.11 or elsewhere in this Agreement, shall be construed to create a right in any employee to continuing employment.

Benefit Arrangements. (a) Parent agrees that all employees of the Company and any of its Subsidiaries CEA who continue employment with the CEA Surviving Corporation or the Surviving Corporation or Parent or any subsidiary of Parent Affiliate thereof after the Effective Time ("CONTINUING EMPLOYEES"“Continuing Employees”) shall be eligible to continue to participate in the Company's (or its Subsidiary's, as applicable) ’s and CEA’s health, vacation, welfare and retirement benefit plansplans through at least December 2010, and that Parent shall ensure that the CEA Surviving Corporation, the Surviving Corporation, Parent or an Affiliate thereof maintains the previously adopted 2010 Incentive Compensation Plan, the 2010 Hospital Sales Incentive Plan — Account Management Positions, the 2010 Sales Incentive Plan — RVP, Business Development, and the Sales Incentive Plan — VP, New Markets including the thresholds, targets and other provisions through at least December 2010, and that all payments due thereunder shall be made in accordance therewith; provided, however, that (i) nothing in this Section 5.18 4.9 or elsewhere in this Agreement shall limit the right of Parent or any Affiliate thereof, including the CEA Surviving Corporation or the Surviving Corporation, to amend or terminate any such benefit plan or arrangement at any timetime after December 2010, and (ii) if Parent or any Affiliate thereof, including the CEA Surviving Corporation or the Surviving Corporation, terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's ’s benefit plans and vacation policies, in each case to the same extent as employees of Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company and CEA for purposes of eligibility to participate, vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time to the extent past service was recognized for such Continuing Employees under the comparable Company Plans immediately prior to the Effective Time, and to the same extent past service is credited under such plans or arrangements for similarly situated employees of Parent. Notwithstanding the foregoing, nothing in this Section 4.9(a) shall be construed to require crediting of service that would result in (A) duplication of benefits, (B) service credit for benefit accruals under a defined benefit pension plan, or (C) service credit under a newly established plan for which prior service is not taken into account for employees of Parent and its Affiliates generally. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent's ’s benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of its Subsidiaries Plan immediately prior to the Effective Time. Parent shall further provide each Continuing Employee Employee, to the extent commercially practicable, with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit plans. Nothing in this Section 5.18 or elsewhere in this Agreement, shall be construed to create a right in any employee to continuing employment.

Benefit Arrangements. (a) Subject to the other provisions of this Section 6.8, Parent agrees that all employees full-time Employees of the Company and any of its Subsidiaries who continue employment with Parent or any subsidiary of Parent the Interim Surviving Corporation after the Effective Time ("CONTINUING EMPLOYEES"the “Continuing Employees”) shall be eligible have the opportunity to participate, or to continue to participate participate, in employee benefit plans and arrangements of the Interim Surviving Corporation or, at Parent’s election, of Parent, that provide the following benefits: (i) with respect to those Continuing Employees in the Company's United Kingdom — PHI cover (permanent health cover), pension scheme, holiday, life assurance, BUPA medical cover and eye cover; and (ii) with respect to those Continuing Employees outside of the United Kingdom — medical/dental/vision insurance, life insurance and short-term and long-term disability insurance (collectively, clauses (i) and (ii), the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiary'sSubsidiaries as follows: (x) with respect to those Continuing Employees in the United Kingdom, as applicableeffective no later than January 1, 2008 or, if the Closing has not occurred by such date on the next open enrollment or renewal date with respect thereto (other than with respect to life assurance, BUPA medical coverage and eye cover, which shall be effective on the later of January 1, 2008 or on the next renewal date with respect thereto); and (y) healthwith respect to those Continuing Employees outside of the United Kingdom, vacationeffective January 1, welfare 2008 or, if the Closing has not occurred by such date on the next open enrollment or renewal date with respect thereto. Participation of the Continuing Employees in such Plans shall be in accordance with the terms and retirement benefit plansconditions of the Plans; provided, however, that (i) nothing in this Section 5.18 6.8 or elsewhere in this Agreement shall limit the right of Parent or the Interim Surviving Corporation to amend or terminate any such benefit plan or arrangement at any time, and (ii) if Parent terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's benefit plans and vacation policies, in each case to the same extent as employees of Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company for purposes of eligibility to participate, vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent's benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of its Subsidiaries immediately prior to the Effective Time. Parent shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit plans. Nothing in this Section 5.18 6.8 or elsewhere in this Agreement, Agreement shall be construed to create a right in any employee to continuing employment with Parent, the Interim Surviving Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law.

Benefit Arrangements. Parent agrees that all employees of the Company and any of its Subsidiaries who continue employment with Parent or any subsidiary of Parent after the Effective Time ("CONTINUING EMPLOYEES"“Continuing Employees”) shall be eligible to continue to participate in the Company's ’s (or its Subsidiary's’s, as applicable) health, vacation, welfare and retirement benefit plans; provided, however, that (i) nothing in this Section 5.18 or elsewhere in this Agreement shall limit the right of Parent to amend or terminate any such benefit plan or arrangement at any time, and (ii) if Parent terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's ’s benefit plans and vacation policies, in each case to the same extent as employees of Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company for purposes of eligibility to participate, vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent's ’s benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of its Subsidiaries immediately prior to the Effective Time. Parent shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit plans. Nothing in this Section 5.18 or elsewhere in this Agreement, shall be construed to create a right in any employee to continuing employment.