Common use of Certain Employee Benefits Clause in Contracts

Certain Employee Benefits. The Merger Agreement provides that for one year after the Effective Time, Wiley will provide or cause to be provided to the employees of the Company and its subsidiaries immediately prior to the Effective Time (the "Company Employees"), compensation and benefits comparable to the compensation opportunities (consisting of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company and its subsidiaries immediately prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of the Company or a subsidiary in effect immediately prior to the Effective Time. Nothing contained in the Merger Agreement will be construed to limit the rights and obligations of the Company, any subsidiary of the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries of any such employees or other personnel) under each Employee Plan. Further, nothing in the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan in accordance with the terms thereof and with applicable Law. The Merger Agreement provides further that each Company Employee be given full credit for all service with the Company and its subsidiaries and their respective predecessors under any plans or arrangements providing vacation, sick pay, severance, retirement, pension or retiree welfare benefits maintained by Wiley or the Surviving Corporation or any of their respective affiliates for purposes of vesting, eligibility and seniority. Prior service will not be credited for benefit accrual under any pension plan or retiree welfare plan. In the event of any change in the welfare benefits provided to Company Employees following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause the Surviving Corporation to waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any such welfare benefits to the extent that such conditions, exclusions or waiting periods would not apply in the absence of such change and credit each Company Employee with any co-payments and deductibles paid prior to any such change in satisfying any applicable deductible or out-of-pocket requirements after such change for the relevant plan year. From and after the Effective Time, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods under any welfare benefit plans of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give each Company Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Time.

Certain Employee Benefits. The Merger Agreement provides that for one year (a) As soon as practicable after the execution of this Agreement, the Company and Parent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements. Following the Effective Time, Wiley will provide Parent or its affiliates shall either (i) continue (or cause to be provided to the employees of the Company and its subsidiaries immediately prior to the Effective Time (the "Company Employees"), compensation and benefits comparable to the compensation opportunities (consisting of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company and its subsidiaries immediately prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following to continue) to maintain the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to Plans (other than the provisions of any Employee Company's 401(k) Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long ) on substantially the same terms in the aggregate as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of the Company or a subsidiary in effect immediately prior to the Effective Time. Nothing contained , or (ii) arrange for each participant in the Merger Agreement will be construed Company Employee Plans ("Company Participants") to limit the rights and obligations participate in any similar plans of the CompanyParent ("Parent Plans") on terms no less favorable than those offered to similarly situated employees of Parent or its affiliates, any subsidiary or (iii) arrange for a combination of the Company clauses (i) and any current (ii); provided that Parent may terminate or former employee or other personnel (and where applicable, the dependents and beneficiaries of change any such employees benefits at any time. Each Company Participant who continues to be employed by the Parent or other personnel) under each Employee Plan. Further, nothing in the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan in accordance with the terms thereof and with applicable Law. The Merger Agreement provides further that each Company Employee be given full credit for all service with the Company and its subsidiaries and their respective predecessors under any plans or arrangements providing vacation, sick pay, severance, retirement, pension or retiree welfare benefits maintained by Wiley or the Surviving Corporation or any of their respective affiliates for purposes of vesting, eligibility and seniority. Prior service will not be credited for benefit accrual under any pension plan or retiree welfare plan. In the event of any change in the welfare benefits provided to Company Employees immediately following the Effective Time shall, to the extent permitted by law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, receive credit for purposes of eligibility to participate and vest under the Parent Plans, including vacation accruals, for years of service with the Company. To the extent consistent with law, applicable tax qualification requirements and the applicable insurer's requirements and providing that become effective Parent or affiliate can arrange such terms with the applicable insurer without a significant increase in the plan year that includes the Effective TimeParent or affiliates' cost of providing such benefit coverage, Wiley will Parent or will its affiliates shall cause the Surviving Corporation to waive any and all limitations as to pre-existing conditionscondition limitations, exclusions and eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to participation such Company Participants and coverage requirements applicable to the Company Employees under any such welfare benefits to the extent that such conditions, exclusions or waiting periods would not apply in the absence of such change their eligible dependents and shall provide them with credit each Company Employee with for any co-payments and deductibles paid prior to any such change in the Effective Time for purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements after such change for the relevant plan year. From and under any Parent Plans in which they are eligible to participate immediately after the Effective Time. Notwithstanding any of the foregoing to the contrary, Wiley will waive or will cause none of the Surviving Corporation provisions contained herein shall operate to waive duplicate any pre-existing conditions or limitations and eligibility waiting periods under benefit provided to any welfare benefit plans employee of Wiley the Company or the Surviving Corporation with respect to Company Employees funding of and their eligible dependents and will give each Company Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Timesuch benefit.

Certain Employee Benefits. The Merger Agreement provides that for one year As soon as practicable after the Effective Timeexecution of this Agreement, Wiley will provide or cause to be provided to the employees of the Company and its subsidiaries Parent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (and terminate the Company Employee Plans immediately prior to the Effective Time (if appropriate). The Company agrees that, at the "Company Employees")request of Parent, compensation it will terminate any Employee Plans, severance, separation, retention and benefits comparable to the compensation opportunities (consisting of base paysalary continuation plans, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of programs or based on any equity securities) provided by the Company and its subsidiaries immediately arrangements, in each case prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which Each individual who is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of employed by the Company or a subsidiary in effect immediately prior to the Effective Time shall remain an employee of the Company following the Effective Time. Nothing contained , provided, however that nothing in the Merger Agreement will this Section 6.13 shall be construed to limit the rights and obligations ability of the Company, any subsidiary of applicable employer to terminate the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries employment of any such employees or other personnel) under each Employee Plan. Further, nothing in employee following the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan Effective Time in accordance with applicable Legal Requirements. To the terms thereof and with extent the applicable Law. The Merger Agreement provides further that plan permits, or can be amended to permit, Parent shall recognize each such employee's service with, or recognized by, the Company Employee be given full credit for all prior to the Closing Date as service with the Company Parent or its subsidiary, as applicable, in connection with any pension plan, 401(k) savings plan and its subsidiaries welfare benefit plan (including vacations and their respective predecessors under any plans or arrangements providing vacation, sick pay, severance, retirement, pension or retiree welfare benefits holidays) maintained by Wiley Parent or such subsidiary that is made available by Parent, in its sole discretion, to such employee following the Surviving Corporation or any of their respective affiliates Closing Date and in which such employee elects to participate for purposes of any waiting period, vesting, eligibility and seniority. Prior service will not be credited for benefit accrual under any pension plan or retiree entitlements (but excluding benefit accruals other than vacation) and shall cause all applicable welfare plan. In the event of any change in the welfare benefits provided to Company Employees following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause the Surviving Corporation benefit plans to waive all limitations as to pre-existing conditionsany preexisting condition limitation, exclusions exclusion or waiting period for such employees and waiting periods with respect to participation and coverage requirements applicable their dependents, to the Company Employees under any same extent such welfare benefits to the extent that such conditionslimitations, exclusions or waiting periods would not apply in the absence of were satisfied, covered or waived under similar Company Benefit Plans. Parent shall credit such change and credit each Company Employee employees with any co-payments and deductibles amounts paid prior to the Closing Date under any such change in satisfying Company Benefit Plan with respect to satisfaction of any applicable deductible or outamounts and co-of-pocket requirements after such change for the relevant plan year. From and after the Effective Time, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods payment minimums under any welfare benefit Parent plans established as of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give each Company Employee credit for the plan year in Closing Date which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Timeprovide similar benefits.

Certain Employee Benefits. The Merger Agreement provides that for one year As soon as practicable after the Effective Timeexecution of this Agreement, Wiley will provide or cause to be provided to the employees of the Company and its subsidiaries Parent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (and terminate the Company Employee Plans immediately prior to the Effective Time (the "Company Employees"if appropriate). In addition, compensation and benefits comparable to the compensation opportunities (consisting of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company agrees that it and its subsidiaries immediately shall terminate its and their 401(k) plans and, at the request of Parent, any other Employee Plans, severance, separation, retention and salary continuation plans, programs or arrangements, in each case prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which Each individual who is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of employed by the Company or a subsidiary in effect immediately prior to the Effective Time shall remain an employee of the Company following the Effective Time. Nothing contained , provided, however that nothing in the Merger Agreement will this Section 6.13 shall be construed to limit the rights and obligations ability of the Company, any subsidiary of applicable employer to terminate the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries employment of any such employees or other personnel) under each Employee Plan. Further, nothing in employee following the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan Effective Time in accordance with applicable Legal Requirements. To the terms thereof and with extent the applicable Law. The Merger Agreement provides further that plan permits, or can be amended to permit, Parent shall recognize each such employee's service with, or recognized by, the Company Employee be given full credit for all prior to the Closing Date as service with the Company Parent or its subsidiary, as applicable, in connection with any pension plan, 401(k) savings plan and its subsidiaries welfare benefit plan (including vacations and their respective predecessors under any plans or arrangements providing vacation, sick pay, severance, retirement, pension or retiree welfare benefits holidays) maintained by Wiley Parent or such subsidiary that is made available by Parent , in its sole discretion, to such employee following the Surviving Corporation or any of their respective affiliates Closing Date and in which such employee elects to participate for purposes of any waiting period, vesting, eligibility and seniority. Prior service will not be credited for benefit accrual under any pension plan or retiree entitlements (but excluding benefit accruals other than vacation) and shall cause all applicable welfare plan. In the event of any change in the welfare benefits provided to Company Employees following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause the Surviving Corporation benefit plans to waive all limitations as to pre-existing conditionsany preexisting condition limitation, exclusions exclusion or waiting period for such employees and waiting periods with respect to participation and coverage requirements applicable their dependents, to the Company Employees under any same extent such welfare benefits to the extent that such conditionslimitations, exclusions or waiting periods would not apply in the absence of were satisfied, covered or waived under similar Company Benefit Plans. Parent shall credit such change and credit each Company Employee employees with any co-payments and deductibles amounts paid prior to the Closing Date under any such change in satisfying Company Benefit Plan with respect to satisfaction of any applicable deductible or outamounts and co-of-pocket requirements after such change for the relevant plan year. From and after the Effective Time, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods payment minimums under any welfare benefit Parent plans established as of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give each Company Employee credit for the plan year in Closing Date which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Timeprovide similar benefits.

Certain Employee Benefits. The Merger Agreement provides that for one year As soon as practicable after the Effective Timeexecution of this Agreement, Wiley will provide or cause the Company and Parent shall confer and work together in good faith to be provided to the agree upon mutually acceptable authorize any of them employee benefit and compensation arrangements for employees of the Company and its subsidiaries Subsidiaries following the Effective Time of the Company Merger (and the termination of Company Employee Plans immediately prior to the Effective Time (the "Company Employees"if appropriate), compensation and benefits comparable to the compensation opportunities (consisting . Employees of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company and its subsidiaries immediately prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of the Company or a subsidiary in effect immediately prior to the Effective Time. Nothing contained in the Merger Agreement Subsidiaries will be construed to limit the rights and obligations of the Company, any subsidiary of the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries of any such employees or other personnel) under each Employee Plan. Further, nothing in the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan in accordance with the terms thereof and with applicable Law. The Merger Agreement provides further that each Company Employee be given full granted credit for all service with the Company and Company, its subsidiaries and their respective predecessors Subsidiaries or its Affiliates (except to the extent such service credit will result in the duplication of benefits) under any plans each current employee benefit plan, program or arrangements providing vacation, sick pay, severance, retirement, pension arrangement of Parent or retiree welfare benefits maintained by Wiley or the Surviving Corporation or any of their respective affiliates its Affiliates in which such employees are eligible to participate for purposes of eligibility and vesting, eligibility except for purposes of Parent’s sabbatical plan and seniority. Prior service will not be credited for benefit accrual under a Parent retirement plans. If employees become eligible to participate in a medical, dental or vision plan of Parent or its Affiliates, Parent shall use commercially reasonable efforts to cause such plan to (i) waive any pension plan preexisting condition exclusions and waiting period limitations for conditions covered under the applicable medical, dental or retiree welfare planvision plans maintained or contributed to by Company (but only to the extent corresponding exclusions and limitations were satisfied by such employees under the applicable medical, dental or health plans maintained or contributed to by Company); and (ii) credit any deductible or out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. In Parent shall use all reasonable efforts to provide to employees of the event of any change in Company who continue their employment with the welfare benefits provided to Company Employees following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause the Surviving Corporation to waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to of the Company Employees Merger the opportunity to enroll in a special offering period under any such welfare benefits to the extent that such conditionsParent Employee Stock Purchase Plan, exclusions or waiting periods would not apply in the absence of such change and credit each Company Employee with any co-payments and deductibles paid prior to any such change in satisfying any applicable deductible or out-of-pocket requirements after such change for the relevant plan year. From and after the Effective Time, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods under any welfare benefit plans of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give each Company Employee credit for the plan year in which special offering period shall commence as soon as is administratively practicable following the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to of the Effective TimeCompany Merger.

Certain Employee Benefits. The Merger Agreement provides that for one year after (a) From the Effective TimeTime through the first anniversary thereof (the "Benefits Continuation Period"), Wiley will provide or cause the Surviving Corporation shall continue to be provided to maintain the employees employee benefit plans, programs and arrangements set forth on Section 5.12(a) of the Company and its subsidiaries immediately prior to Disclosure Schedule, for the Effective Time (the "Company Employees"), compensation and benefits comparable to the compensation opportunities (consisting benefit of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company and its subsidiaries immediately prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated each employee receives severance and other termination benefits upon or in connection with such termination in an amount which is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of the Company or a subsidiary in effect immediately prior to the Effective Time. Nothing contained in the Merger Agreement will be construed to limit the rights and obligations of the Company, any subsidiary of the Company who is an employee at the Effective Time or becomes an employee during the Benefits Continuation Period (a "Company Employee"), and any current including for the applicable beneficiaries of such Company Employees under such plans, programs or former employee arrangements, without termination, modification or amendment effective during the Benefits Continuation Period (other personnel (and where applicablethan as may -51- be required under applicable law). Notwithstanding anything in this Agreement that may be to the contrary, the dependents and beneficiaries of any such employees or other personnelCompany's Executive Retirement Plan (including the Company's new Executive Retirement Plan) under each Employee Plan. Further, nothing in the Merger Agreement will shall be construed to prohibit maintained by the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan in accordance with the terms thereof and with applicable Law. The Merger Agreement provides further that each Company Employee be given full credit for all service with the Company and its subsidiaries and their respective predecessors under any plans or arrangements providing vacation, sick pay, severance, retirement, pension or retiree welfare benefits maintained by Wiley or the Surviving Corporation or any of their respective affiliates for purposes of vesting, eligibility and seniority. Prior service will not be credited for benefit accrual under any pension plan or retiree welfare plan. In the event of any change in the welfare benefits provided to Company Employees indefinitely following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause provided that the Surviving Corporation shall not be required to waive all limitations as permit new participants to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable be added to the Company Employees under any such welfare benefits to the extent that such conditions, exclusions or waiting periods would not apply in the absence of such change and credit each Company Employee with any co-payments and deductibles paid prior to any such change in satisfying any applicable deductible or out-of-pocket requirements after such change for the relevant plan year. From and Executive Retirement Plan after the Effective Time. With respect to any Company Employee Plan listed on Section 2.11(a) of the Company Disclosure Schedule which is not set forth on Section 5.12(a) of the Company Disclosure Schedule, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods under any welfare benefit plans of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give shall provide each Company Employee credit for (and applicable beneficiaries thereof) during the plan year Benefits Continuation Period with employee benefits that are no less favorable in which the aggregate than the benefit provided under such Company Employee Plans. In addition to the acceleration of vesting and exercisability of all Company Stock Options provided in the last sentence of Section 5.11(a), all restricted stock, SARs and other equity and equity-based awards granted pursuant to the Company Employee Plans, to the extent not vested (and exercisable, as the case may be) at the Effective Time occurs towards applicable deductibles Time, shall become immediately fully vested (and annual out-of-pocket limits for expenses incurred prior to exercisable, as the case may be) at the Effective Time.

Certain Employee Benefits. The Merger Agreement provides that for one year As soon as practicable after the Effective Timeexecution of this Agreement, Wiley will provide or cause the Company and Parent shall confer and work together in good faith to be provided to the agree upon mutually acceptable employee benefit and compensation arrangements for employees of the Company and its subsidiaries Subsidiaries following the Effective Time of the Company Merger (and the termination of Company Employee Plans immediately prior to the Effective Time (the "Company Employees"if appropriate), compensation and benefits comparable to the compensation opportunities (consisting . Employees of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company and its subsidiaries immediately prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of the Company or a subsidiary in effect immediately prior to the Effective Time. Nothing contained in the Merger Agreement Subsidiaries will be construed to limit the rights and obligations of the Company, any subsidiary of the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries of any such employees or other personnel) under each Employee Plan. Further, nothing in the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan in accordance with the terms thereof and with applicable Law. The Merger Agreement provides further that each Company Employee be given full granted credit for all service with the Company and Company, its subsidiaries and their respective predecessors Subsidiaries or its Affiliates (except to the extent such service credit will result in the duplication of benefits) under any plans each current employee benefit plan, program or arrangements providing vacation, sick pay, severance, retirement, pension arrangement of Parent or retiree welfare benefits maintained by Wiley or the Surviving Corporation or any of their respective affiliates its Affiliates in which such employees are eligible to participate for purposes of eligibility and vesting, eligibility except for purposes of Parent’s sabbatical plan and seniority. Prior service will not be credited for benefit accrual under a Parent retirement plans. If employees become eligible to participate in a medical, dental or vision plan of Parent or its Affiliates, Parent shall use commercially reasonable efforts to cause such plan to (i) waive any pension plan preexisting condition exclusions and waiting period limitations for conditions covered under the applicable medical, dental or retiree welfare planvision plans maintained or contributed to by Company (but only to the extent corresponding exclusions and limitations were satisfied by such employees under the applicable medical, dental or health plans maintained or contributed to by Company); and (ii) credit any deductible or out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. In Parent shall use all reasonable efforts to provide to employees of the event of any change in Company who continue their employment with the welfare benefits provided to Company Employees following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause the Surviving Corporation to waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to of the Company Employees Merger the opportunity to enroll in a special offering period under any such welfare benefits to the extent that such conditionsParent Employee Stock Purchase Plan, exclusions or waiting periods would not apply in the absence of such change and credit each Company Employee with any co-payments and deductibles paid prior to any such change in satisfying any applicable deductible or out-of-pocket requirements after such change for the relevant plan year. From and after the Effective Time, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods under any welfare benefit plans of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give each Company Employee credit for the plan year in which special offering period shall commence as soon as is administratively practicable following the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to of the Effective TimeCompany Merger.

Certain Employee Benefits. The Merger Agreement provides that for one year As soon as practicable after the Effective Timeexecution of this Agreement, Wiley will provide or cause to be provided to the employees of the Company and its subsidiaries Parent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (and terminate the Company Employee Plans immediately prior to the Effective Time (the "Company Employees"if appropriate). In addition, compensation and benefits comparable to the compensation opportunities (consisting of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company agrees that it and its subsidiaries immediately shall terminate its and their 401(k) plans and, at the request of Parent, any other Employee Plans, severance, separation, retention and salary continuation plans, programs or arrangements, in each case prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which Each individual who is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of employed by the Company or a subsidiary in effect immediately prior to the Effective Time shall remain an employee of the Company following the Effective Time. Nothing contained , provided, however that nothing in the Merger Agreement will this Section 6.10 shall be construed to limit the rights and obligations ability of the Company, any subsidiary of applicable employer to terminate the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries employment of any such employees or other personnel) under each Employee Plan. Further, nothing in employee following the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan Effective Time in accordance with applicable Legal Requirements. To the terms thereof and with extent the applicable Law. The Merger Agreement provides further that plan permits, or can be amended to permit, Parent shall recognize each such employee’s service with, or recognized by, the Company Employee be given full credit for all prior to the Closing Date as service with the Company Parent or its subsidiary, as applicable, in connection with any pension plan, 401(k) savings plan and its subsidiaries welfare benefit plan (including vacations and their respective predecessors under any plans or arrangements providing vacation, sick pay, severance, retirement, pension or retiree welfare benefits holidays) maintained by Wiley Parent or such subsidiary that is made available by Parent, in its sole discretion, to such employee following the Surviving Corporation or any of their respective affiliates Closing Date and in which such employee elects to participate for purposes of any waiting period, vesting, eligibility and seniority. Prior service will not be credited for benefit accrual under any pension plan or retiree entitlements (but excluding benefit accruals other than vacation) and shall cause all applicable welfare plan. In the event of any change in the welfare benefits provided to Company Employees following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause the Surviving Corporation benefit plans to waive all limitations as to pre-existing conditionsany preexisting condition limitation, exclusions exclusion or waiting period for such employees and waiting periods with respect to participation and coverage requirements applicable their dependents, to the Company Employees under any same extent such welfare benefits to the extent that such conditionslimitations, exclusions or waiting periods would not apply in the absence of were satisfied, covered or waived under similar Company Benefit Plans. Parent shall credit such change and credit each Company Employee employees with any co-payments and deductibles amounts paid prior to the Closing Date under any such change in satisfying Company Benefit Plan with respect to satisfaction of any applicable deductible or outamounts and co-of-pocket requirements after such change for the relevant plan year. From and after the Effective Time, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods payment minimums under any welfare benefit Parent plans established as of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give each Company Employee credit for the plan year in Closing Date which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Timeprovide similar benefits.

Certain Employee Benefits. The Merger Agreement provides that for one year As soon as practicable after the Effective Timeexecution of this Agreement, Wiley will provide or cause the Company and Parent shall confer and work together in good faith to be provided to the agree upon mutually acceptable employee benefit and compensation arrangements for employees of the Company and its subsidiaries Subsidiaries following the Effective Time of the Company Merger (and the termination of Company Employee Plans immediately prior to the Effective Time (the "Company Employees"if appropriate), compensation and benefits comparable to the compensation opportunities (consisting . Employees of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company and its subsidiaries immediately prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of the Company or a subsidiary in effect immediately prior to the Effective Time. Nothing contained in the Merger Agreement Subsidiaries will be construed to limit the rights and obligations of the Company, any subsidiary of the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries of any such employees or other personnel) under each Employee Plan. Further, nothing in the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan in accordance with the terms thereof and with applicable Law. The Merger Agreement provides further that each Company Employee be given full granted credit for all service with the Company and Company, its subsidiaries and their respective predecessors Subsidiaries or its Affiliates (except to the extent such service credit will result in the duplication of benefits) under any plans each current employee benefit plan, program or arrangements providing vacation, sick pay, severance, retirement, pension arrangement of Parent or retiree welfare benefits maintained by Wiley or the Surviving Corporation or any of their respective affiliates its Affiliates in which such employees are eligible to participate for purposes of eligibility and vesting, eligibility except for purposes of Parent's sabbatical plan and seniority. Prior service will not be credited for benefit accrual under a Parent retirement plans. If employees become eligible to participate in a medical, dental or vision plan of Parent or its Affiliates, Parent shall use commercially reasonable efforts to cause such plan to (i) waive any pension plan preexisting condition exclusions and waiting period limitations for conditions covered under the applicable medical, dental or retiree welfare planvision plans maintained or contributed to by Company (but only to the extent corresponding exclusions and limitations were satisfied by such employees under the applicable medical, dental or health plans maintained or contributed to by Company); and (ii) credit any deductible or out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. In Parent shall use all reasonable efforts to provide to employees of the event of any change in Company who continue their employment with the welfare benefits provided to Company Employees following the Effective Time that become effective in the plan year that includes the Effective Time, Wiley will or will cause the Surviving Corporation to waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to of the Company Employees Merger the opportunity to enroll in a special offering period under any such welfare benefits to the extent that such conditionsParent Employee Stock Purchase Plan, exclusions or waiting periods would not apply in the absence of such change and credit each Company Employee with any co-payments and deductibles paid prior to any such change in satisfying any applicable deductible or out-of-pocket requirements after such change for the relevant plan year. From and after the Effective Time, Wiley will waive or will cause the Surviving Corporation to waive any pre-existing conditions or limitations and eligibility waiting periods under any welfare benefit plans of Wiley or the Surviving Corporation with respect to Company Employees and their eligible dependents and will give each Company Employee credit for the plan year in which special offering period shall commence as soon as is administratively practicable following the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to of the Effective TimeCompany Merger.