Common use of Company Plans Clause in Contracts

Company Plans. The Operating Joint Venture shall have assumed all obligations under and adopted the Company Plans (other than the Stock Plans referred to in Section 5.8), without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contest, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materiality) in accordance with their terms as of the date of this Agreement (as modified to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee of the Company immediately prior to the Effective Time (the "Affected Employees") on terms no less favorable in the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (such plans, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates of the Company prior to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and the Company shall cooperate in the filing of documents required, if any, by the transfer of assets and liabilities described herein.

Company Plans. (a) The Operating Joint Venture Company shall, effective as of the earlier of (i) Effective Time or (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") cause each outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's 1992 Stock Option Plan and the Company's Equity Compensation Plan (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Plans, the "Option Plans"), whether or not then exercisable or vested, to become fully exercisable and vested. Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Option and (B) the number of Shares previously subject to the Option immediately prior to its cancellation (such payment to be net of withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optionee. (b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Option Plans shall terminate as of the Acceleration Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries shall be deleted as of the Acceleration Time and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have assumed all obligations under and adopted any right thereunder to acquire any equity securities of the Company Plans Company, the Surviving Corporation or any subsidiary thereof. (other than c) Notwithstanding the Stock Plans referred to in Section 5.8)above, without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contest, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materiality) in accordance with their terms as of between the date of this Agreement (as modified to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee of the Company immediately prior to the Effective Time (the "Affected Employees") on terms no less favorable in the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (such plans, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates of the Company prior to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture Company shall have assumed all liabilities reasonably cooperate with the Parent and obligations whatsoever for all accrued benefits under the Company 401(kPurchaser in structuring transactions (including those described in Section 2.5(b) Plan in above) with respect to Options so as to optimize the tax treatment of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and Parent or the Company shall cooperate Purchaser in the filing of documents required, if any, by the transfer of assets and liabilities described hereinconnection therewith.

Company Plans. The Operating Joint Venture shall have assumed all obligations under and adopted (a) At the Company Plans Effective Time, each outstanding option (other than the Stock Plans referred to in Section 5.8an "Employee Option"), without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification issued, awarded or contest, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materiality) in accordance with their terms as of the date of this Agreement (as modified granted pursuant to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee of the Company immediately prior to the Effective Time (the "Affected Employees") on terms no less favorable Company's 1993 Stock Option Plan, as in the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided effect on the date hereof (the "Company Plan"), to purchase shares of Common Stock shall be cancelled, and the Surviving Corporation shall pay to each holder of a cancelled Employee Option an amount in cash (less applicable withholding Taxes, as defined in Section 2.12 hereof) equal to the Affected Employees. The Operating Joint Venture shall have agreed product of (i) the number of shares of Common Stock previously subject to provide each Affected such Employee with benefits that are at least equivalent in Option, on the aggregate to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes basis of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISAfull vesting, and all policies and employee fringe benefit programs(ii) the excess, including vacation policies) if any, of the Operating Joint Venture Merger Consideration over the exercise price per share of Common Stock previously subject to such Employee Option. (such plans, programs, policies and arrangements, the "Buyer Plans"b) in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates of the Company prior to At the Effective Time, providedeach outstanding option (a "Directors' Option"), that issued, awarded or granted pursuant to the Company's Nonqualified Stock Options Plan For Non-Employee Directors, as in effect on the date hereof ("Directors' Plan"), to purchase shares of Common Stock shall be cancelled and the Surviving Corporation shall pay to each holder of a cancelled Directors' Option an amount in cash equal to the product of (i) the number of shares of Common Stock previously subject to such crediting Directors' Option, on the basis of service does not result in duplication of benefitsfull vesting, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect (ii) the excess, if any, of the plan year in which Merger Consideration over the Effective Time occurs, exercise price per share of Common Stock previously subject to the extent that, following such Directors' Option. (c) At the Effective Time, they participate each Share issued pursuant to the Company's Employee Stock Purchase Plan, as in any Buyer effect on the date hereof (the "Company Stock Plan"), shall be cancelled, and the Surviving Corporation shall pay to each owner of each Share issued pursuant to the Company Stock Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan an amount in cash equal to waive (A) the product of (i) any preexisting condition restriction or the number of such Shares issued pursuant to the Company Stock Plan owned by such person, and (ii) waiting period limitation which would otherwise be applicable the Merger Consideration per Share, less (B) any unpaid balance of any loans by the Company to an Affected Employee on or after the Effective Time. On or prior to any such owner. (d) At the Effective Time, each Share issued pursuant to the Operating Joint Venture Company's Stock Compensation Plan for Directors Serving on the Compensation Committee, as in effect on the date hereof (the "Compensation Committee Plan"), shall have assumed all liabilities be cancelled, and obligations whatsoever for all accrued benefits under the Surviving Corporation shall pay to each owner of each Share issued pursuant to the Compensation Committee Plan an amount in cash equal to (A) the product of (i) the number of such shares of Common Stock issued pursuant to the Compensation Committee Plan on the basis of full vesting owned by such person, and (ii) the Merger Consideration per Share less (B) any unpaid balance of any loans by the Company 401(kto any such owner. (e) Plan in respect A listing of all outstanding options, warrants or other rights to acquire shares of Common Stock or other equity interests of the Affected Employees Company and Crescent shall be relieved its subsidiaries as of all June 30, 1997, showing what portions of such liabilities and obligations. Crescent stock options, warrants or other rights are exercisable as of the dates upon which such stock options, warrants or other rights expire, and the Company shall cooperate exercise price of such stock options, warrants or other rights, is set forth in the filing of documents required, if any, by the transfer of assets and liabilities described hereinSchedule 1.10 hereto.

Company Plans. The Operating Joint Venture (a) Following the Effective Time, Parent shall have assumed all obligations under and adopted cause the Surviving Corporation to provide to persons who were employees of the Company Plans or any of its Subsidiaries prior to the Effective Time (other than the Stock Plans referred "COMPANY PERSONNEL") employee benefit plans, programs and arrangements (the "SURVIVING CORPORATION PLANS") which in the aggregate are substantially comparable to in Section 5.8)those employee benefit plans, without regard programs and arrangements generally provided to materiality. The Operating Joint Venture shall have agreed to honor without modification or contest, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materiality) in accordance with their terms the employees of Parent as of the date Effective Time. (b) Following the Effective Time, Parent shall cause the Surviving Corporation Plans to recognize any prior accrued service, compensation credit, credit toward satisfying deductible expense requirements, out-of-pocket expense limits and maximum lifetime benefit limits of this Agreement (as modified such Company Personnel and/or such Company Personnel's eligible dependents, to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an such prior service, credits and limits were recognized under the comparable employee benefit plans, programs or arrangements of the Company as of the Effective Time (the "ASSUMED PLANS"), for all purposes under the Surviving Corporation Plans (including, but not limited to, participation, eligibility, vesting and the calculation of benefits), and Parent shall cause the Surviving Corporation Plans to waive any preexisting condition, exclusion or limitation under any such Plan to the extent such condition, exclusion or limitation would be covered by the comparable plan, program or arrangement of the Company as of the Effective Time. (c) Each of the employment agreements, the employment security agreements and severance agreements for the benefit of Company Personnel identified in Section 5.11 of the PAGE Company Disclosure Schedule shall be assumed by the Surviving Corporation at the Effective Time on the same terms and subject to the same conditions as in effect under such agreements immediately prior to the Effective Time (the "Affected EmployeesASSUMED AGREEMENTS"). (d) on terms no less favorable in Parent hereby absolutely, irrevocably and unconditionally guarantees the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes performance of all employee benefit plans of the Surviving Corporation's obligations under the Assumed Plans and the Assumed Agreements, as specified hereunder or otherwise. (includinge) Parent shall, but not limited and shall cause the Surviving Corporation to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, honor and all policies and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (such plans, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates of the Company prior to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of fully defend all such liabilities and obligations. Crescent and the Company shall cooperate agreements in the filing of documents required, if any, by the transfer of assets and liabilities described hereinaccordance with their terms.

Company Plans. The Operating Joint Venture (a) [RESERVED] (b) [RESERVED] (c) Buyer shall have assumed take such action as may be necessary so that immediately following the Closing Date (i) all obligations under U.S. employees of the Company and adopted the Company Subsidiaries so employed immediately following the Closing Date shall be provided substantially the same employee benefits in the aggregate as those provided to similarly situated U.S. employees of Buyer; provided, however, that during the period beginning on the Closing Date and ending on the earlier of December 31, 2013 or termination of employment, such employees shall continue to be covered by the Company Plans (other than sponsored or maintained by the Stock Plans referred U.S. Company Subsidiary, on the same terms and conditions as in effect immediately prior to in Section 5.8), without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contestClosing, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materialityii) in accordance with their terms as of the date of this Agreement (as modified to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee employees of the Company and the Company Subsidiaries outside the U.S. so employed immediately prior to following the Effective Time (Closing Date shall be provided, for one year following the "Affected Employees") on terms Closing Date, employee benefits no less favorable in the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided to each such Affected Employee employees immediately prior to the Effective TimeClosing Date. Crescent agrees thatWith respect to each benefit plan, program, practice, policy or arrangement maintained by Buyer in which employees of the Company and the Company Subsidiaries subsequently participate, for purposes of all employee determining eligibility and vesting and, for purposes of determining vacation and severance entitlement, Buyer will, to the extent permitted by the applicable Legal Requirements, plan, practice, policy or arrangement, ensure that service with the Company (or predecessor employers to the extent the Company provides past service credit) be treated as service with Buyer; provided, however, that such service shall not be recognized for purpose of accruals of benefits or to the extent that such recognition would result in a duplication of benefits or to the extent that such service was not recognized under the applicable Company Plan. Buyer shall cause its health benefit plans (including, but not limited to, all "employee benefit plans" within to waive any pre-existing condition limitations on coverage for the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) employees of the Operating Joint Venture Company and the Company Subsidiaries. Notwithstanding the foregoing, (such plans, programs, policies and arrangements, the "Buyer Plans"i) nothing in which the Affected Employees may participate following the Effective Time under which an employee's eligibility this Agreement shall be interpreted or benefits depends, in whole or in part, on length construed to confer upon any employee of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates Company Subsidiary any right with respect to continuance of employment by or other service with the Company, any Company Subsidiary, Buyer or any Subsidiary of Buyer, nor shall this Agreement interfere in any way with the right of the Company prior or any Company Subsidiary to terminate the Effective Timeemployment, provided, that such crediting engagement or other association of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible employee or co-payment amounts paid in respect consultant of the plan year in which Company or any Company Subsidiary at any time, or require Buyer or any Subsidiary of Buyer to continue the Effective Time occurs, to employment or services of any employee or consultant of the extent that, Company or any Company Subsidiary following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or Closing Date and (ii) waiting period limitation which would otherwise be applicable to nothing in this Agreement shall constitute an Affected Employee on amendment of or after interfere in any way with the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under right of the Company 401(k) Plan in respect or any Company Subsidiary or Buyer or any Subsidiary of Buyer to amend, terminate or otherwise discontinue any or all plans, practices or policies of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and Company or Buyer in effect from time to time, except that the Company shall cooperate in assume the filing Company’s Employee Share Incentive Plan, 2004, as amended. Buyer shall or shall cause its Affiliates to provide COBRA continuation coverage under a health plan of documents required, if any, by the transfer Buyer or an Affiliate of assets and liabilities described hereinBuyer to all “M&A qualified beneficiaries,” as such term is defined for purposes of Treas. Reg. § 54.4980B-9.

Company Plans. The Operating Joint Venture shall have assumed all obligations under and adopted the Company Plans (other than the Stock Plans referred a) Except with respect to in Section 5.8), without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contest, and to make required payments when due under, all Company Plans any Roll-Over Option (as defined hereinin Section 2.4(b), but without regard the Company shall take such actions as are appropriate to materialityprovide that, immediately prior to the Effective Time, (i) all options ("Company Options") outstanding under any of the Company's 1994 Long Term Incentive Plan and the Non-Employee Director Stock Option Plan (together, the "Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested, (ii) each Company Option that is then outstanding shall be cancelled and (iii) in accordance with their terms consid eration of such cancellation and in full satisfaction of all rights of the holder under the Company Options, Parent shall pay, or shall cause the Purchaser to pay, at the Effective Time, to the holder of each Company Option an amount in cash in respect thereof equal to the product of (A) the excess of the Merger Consideration over the exercise price per Share of such Company Option, multiplied by (B) the number of Shares subject to such Company Option (such payment to be net of applicable withholding taxes). (b) With respect to each Company Option (a "Roll -Over Option") as to which the holder thereof, no later than five days prior to the Effective Time, shall have delivered to Parent his or her written election to have such Roll-Over Options treated as provided in this Section 2.4(b), Parent and the Company shall, effective as of the date Effective Time, cause each outstanding Roll-Over Option to be assumed by Parent and converted into a fully vested option (or a new substi tute option shall be granted) (a "Parent Option"), exercisable throughout the period specified in the original option award agreement, to purchase shares of this Agreement common stock, par value $.01 per share, of Parent (as modified "Parent Common Stock") issued under and pursuant to the extent permitted by terms and conditions of Parent's 1993 Amended and Restated Stock Option Plan (or such surviving plan as may result from the antic ipated merger of Parent with and into CUC International Inc. ("CUC") pursuant to the Agreement and Plan of Merger, dated as of May 27, 1997, between CUC and Parent), or any other similar stock option plan of Parent adopted specifically for employees of the Company in order to issue Parent Options as provided in this AgreementSection 2.4(b) (the "Parent Option Plan"). The Operating Joint Venture shall have agreed parties agree that (i) the number of shares of Parent Common Stock subject to employ at their current locations each person who is an employee such Parent Option will be determined by multiplying the number of Shares subject to the Company Roll-Over Option to be cancelled by the Option Exchange Ratio (as hereinafter defined), rounding any fractional share down to the nearest whole share, and (ii) the exercise price per share of such Parent Option will be determined by dividing the exercise price per share under the Roll-Over Option in effect immediately prior to the Effective Time (by the "Affected Employees") on terms no less favorable in Option Exchange Ratio, and rounding the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof exercise price thus determined up to the Affected Employeesnearest whole cent, subject to appropriate adjustments for stock splits and other similar events. The Operating Joint Venture Except as provided above, the converted or substituted Parent Options shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate be subject to the benefits provided same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to each such Affected Employee the Roll-Over Options immediately prior to the Effective Time. Crescent agrees that, for The Company and Parent shall take all necessary action to facilitate and effect the substitution described in this Section 2.4(b). For purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (such plans, programs, policies and arrangementsthis Agreement, the "Buyer Plans"Option Exchange Ratio" shall be (x) in which the Affected Employees Offer Price divided by (y) the average of the closing prices of the Parent Common Stock on the New York Stock Exchange during the five trading days preceding the fifth trading day prior to the Closing Date. (c) Except as may participate following be otherwise agreed to by Parent or the Purchaser and the Company, the Option Plans shall terminate as of the Effective Time under which an employee's eligibility and the provisions in any other plan, program or benefits depends, arrangement providing for the issuance or grant of any other interest in whole or in part, on length respect of service, credit will be given to the Affected Employees for service previously credited with capital stock of the Company or any affiliates of its Subsidiaries shall be deleted as of the Effec tive Time and no holder of Company prior Options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under acquire any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect equity securities of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective TimeCompany, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and the Company shall cooperate in the filing of documents required, if any, by the transfer of assets and liabilities described hereinSurviving Corporation or any subsidiary thereof.

Company Plans. The Operating Joint Venture (i) Except as set forth in Schedule 8.2(c), (collectively, the “Assumed Plan Liabilities”), upon and following the Closing, neither Buyer nor any of its Affiliates shall have assumed assume any obligations under or liabilities with respect to, and it shall not receive any right or interest in the assets of, any Company Plans, and Seller shall retain any and all obligations under and adopted liabilities related to the Company Plans (other than the Stock Plans referred to in Section 5.8)Plans, including, without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification limitation, any retention agreements, any agreements or contestarrangements with independent contractors, and any employee plans or arrangements related to former employees or other service providers who provided services to the Company or any Subsidiary of the Company, or any of their Affiliates’ or Company Plans’ obligations to make required payments when due or provide benefits accrued under any Company Plan. (ii) Effective as of the Closing Date, except as otherwise specifically provided in this Agreement, all Business Employees will cease any active participation in, and any benefit accrual under, all Company Plans Plans. (iii) Buyer either currently maintains, or will establish or cause the Company to establish, not later than ninety (90) days after the Closing Date, one or more qualified defined contribution plans (“Buyer’s DC Plans”) that contain or will contain all provisions necessary for the acceptance of direct rollovers (in the form of cash and notes relating to plan participant loans) of “eligible rollover distributions” as defined herein, but in the Code and applicable Requirements of Law that Business Employees are eligible to receive from Seller’s defined contribution plans (“Seller’s DC Plans”) without regard adversely affecting the qualified status of Seller’s DC Plans or Buyer’s DC Plans. Buyer’s DC Plans will contain provisions to materiality) in accordance with their terms as of permit any such direct rollover to include the promissory note or notes representing any plan loans outstanding to the Business Employee under Seller’s DC Plans on the date of this Agreement (as modified the direct rollover, and Buyer, the Company and Seller will cooperate with each other to enable such direct rollovers to occur, to the extent permitted by this Agreement)possible, before such loans become defaulted. The Operating Joint Venture Seller shall have agreed cause the applicable Seller’s DC Plans to employ at fully vest Business Employees in their current locations each person who is an employee of the Company accounts immediately prior to the Effective Time (Closing and permit the "Affected Employees") Business Employees to elect a lump sum cash distribution of benefits accrued through the Closing Date in accordance with the Code. In addition, Seller shall cause the applicable Seller’s DC Plans to fully vest the Employees on terms no less favorable in the aggregate (including with respect to positionLeave, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes time when such Employees on Leave become Business Employees and permit the Employees on Leave to elect a lump sum cash distribution of all employee benefit plans (including, but not limited to, all "employee benefit plans" within benefits accrued through the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (date such plans, programs, policies and arrangements, the "Buyer Plans") Employees on Leave become Business Employees in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited accordance with the Company or any affiliates of the Company prior to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and the Company shall cooperate in the filing of documents required, if any, by the transfer of assets and liabilities described hereinCode.

Company Plans. (a) The Operating Joint Venture Company shall have assumed take all obligations under and adopted actions necessary to terminate the Company Plans (other than listed on Section 7.8 of the Stock Plans referred Disclosure Schedule contingent upon and effective as of immediately prior to in Section 5.8)the Closing, without regard including taking any necessary action by the Company Board to materiality. The Operating Joint Venture shall have agreed effectuate the termination of the Company’s 401(k) plan, such termination to honor without modification or contest, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materiality) in accordance with their terms be effective as of the date of this Agreement (as modified to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee of the Company immediately prior to the Closing; provided that, the Company shall provide Parent for its review and comment advance copies of communications with the Employees relating to such termination, which review and comment shall not be unreasonably conditioned, withheld or delayed. (b) Prior to the Closing, the Company shall: (i) deliver to Parent its calculation of Potential 280G Benefits and (ii) use its reasonable best efforts to obtain the waiver of such Potential 280G Benefits by the recipient and (iii) if applicable, seek approval, as described in Section 280G(b)(5) of the Code and Regulations §1.280G-1 thereunder, with respect to the reinstatement of such Potential 280G Benefits if the payment or provision of such payments or benefits would reasonably be expected to result in the imposition of any excise Tax imposed under Section 4999 of the Code; provided, that the Company shall provide Parent for its review and comment advance copies of its calculations and communications by which it intends to seek such waiver and to seek requisite approval, which review and comment shall not be unreasonably conditioned, withheld or delayed. (c) For the twelve (12) month period immediately following the Closing Date, Parent shall provide or cause to be provided to the current Employees who are employed by Parent or one of its Subsidiaries after the Effective Time (the "Affected Employees"1) on terms employee benefits no less favorable in the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to such employees immediately prior to the Affected EmployeesClosing Date or (2) substantially the same employee benefits in the aggregate as those provided to similarly situated employees of Parent. The Operating Joint Venture From the Closing Date until December 31, 2015, Parent shall have agreed provide or cause to provide each Affected Employee with benefits be provided to Employees who are employed by Parent or one of its Subsidiaries after the Effective Time base salaries and cash incentive compensation opportunities that are at least equivalent in the aggregate equal to the benefits those provided to each such Affected Employee Employees immediately prior to the Effective TimeClosing Date; provided, that in no event shall this sentence limit the ability of Parent or any of its Subsidiaries to make reductions to the base salaries or cash incentive compensation opportunities of such Employees in connection with an across-the board reduction of compensation applied to all similarly situated employees of Parent and/or one of its Subsidiaries. Crescent agrees thatWith respect to each benefit plan, program, practice, policy or arrangement maintained by Parent in which current Employees subsequently participate, for purposes of all employee benefit plans (includingdetermining eligibility, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, vesting and all policies and employee fringe benefit programsentitlement to benefits, including for severance benefits and vacation policiesentitlement, service with the Company or a Company Subsidiary (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent; provided that, such service shall not be recognized for purpose of accruals of benefits or to the extent that such recognition would result in a duplication of benefits or to the extent that such service was not recognized under the applicable Company Plan. Notwithstanding the foregoing, (i) nothing in this Agreement shall be interpreted or construed to confer upon any Employee any right with respect to continuance of employment by or other service with the Surviving Corporation, Parent or any Subsidiary of Parent, nor shall this Agreement interfere in any way with the right of the Operating Joint Venture (such plansSurviving Corporation, programsParent or any Subsidiary of Parent to terminate or change any Employee’s or Service Provider’s employment or other association, policies and arrangementscompensation or benefits at any time, or require the "Buyer Plans") in which Surviving Corporation, Parent or any Subsidiary to continue the Affected Employees may participate employment or services of any Employee or Service Provider following the Effective Time and (ii) nothing in this Agreement shall constitute an amendment of, or interfere in any way with, the right of the Surviving Corporation, Parent or any Subsidiary to amend, terminate or otherwise discontinue any or all plans, practices or policies of the Surviving Corporation, Parent or any Subsidiary in effect from time to time. (d) Parent is not under which an employee's eligibility any obligation to hire or retain any Employee or Service Provider, or provide any Employee or Service Provider with any particular benefits, or make any payments or provide any benefits dependsto those Employees or Service Providers whom the Parent chooses not to employ or subsequently terminates, except as otherwise required by applicable Legal Requirements. (e) Upon the Closing, Parent and/or its Affiliates shall put in whole or place a retention pool in part, on length of service, credit will be given form and substance reasonably acceptable to the Affected Employees Company (the “Retention Bonus Plan”), which shall provide for service previously credited with the Company or any affiliates allocation, immediately following the Closing, of incentive and retention awards of Parent restricted stock units to those individuals set forth in Section 7.8(e) of the Disclosure Schedule, provided that the obligations of Parent to make such restricted stock unit awards shall be conditioned upon the approval of such awards by the stockholders of the Company prior to the Effective Time, provided, that such crediting as described in clause (iii) of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, Section 7.8(b) to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which that such awards would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and the Company shall cooperate in the filing of documents required, if any, by the transfer of assets and liabilities described hereinPotential 280G Benefits.

Company Plans. The Operating Joint Venture shall have assumed all obligations under and adopted (a) As of the Effective Time, each employee of the Company Plans and the Subsidiaries shall become immediately entitled to participate in each of the employee benefit plans in accordance with the terms of the respective plans maintained by FNNI, the Surviving Corporation and the Subsidiaries, including without limitation, group hospitalization, medical, life and disability insurance plans, severance plans, tax qualified retirement, savings and profit sharing plans, and stock option and stock award plans (other than "FNNI Plans") in which similarly situated employees of FNNI, the Stock Plans referred to in Section 5.8)Surviving Corporation and the Subsidiaries, without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contestparticipate, and to make required payments when due underthe same extent as such employees of FNNI, the Surviving Corporation and the Subsidiaries. The period of employment and compensation of each employee of the Company and the Subsidiaries with the Company and the Subsidiaries prior to the Effective Time shall be counted for all Company purposes of the FNNI Plans (as defined herein, but except for purposes of benefit accrual) including without regard to materiality) in accordance with their terms as limitation for purposes of the date of this Agreement (as modified to the extent permitted vesting and eligibility. Any expenses incurred by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee of the Company or the Subsidiaries under any Company Plan, such as deductibles or co-payments, shall be counted for all purposes under the applicable FNNI Plan. FNNI, the Surviving Corporation, the Subsidiaries and the FNNI Plans shall waive any pre-existing condition exclusions for conditions existing at the Effective Time, and actively at work requirements for periods ending at the Effective Time, contained in the FNNI Plans as they apply to employees and former employees of the Company and the Subsidiaries and their dependents, provided that such waiver of pre-existing conditions shall not extend to any condition that has prevented coverage of an employee or former employee of the Company or a Subsidiary or a dependent thereof under comparable Company Plans. Except as hereinafter specifically provided with respect to the Castle BancGroup, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan"), and subject to assumption of the obligations existing under each Company Plan as of the Effective Time pursuant to paragraph (d) of this section, FNNI, the Surviving Corporation and the Subsidiaries after the Effective Time shall have sole discretion with respect to the determination whether to terminate, merge or continue any Company Plan. At the Effective Time, FNNI or the Surviving Corporation shall be substituted for the Company or a Subsidiary as the sponsoring employer under those Company Plans with respect to which the Company or a Subsidiary is the sponsoring employer immediately prior to the Effective Time (and which Plan is assumed by FNNI or the "Affected Employees") on Surviving Corporation pursuant to the terms no less favorable of this Agreement, and FNNI, First National Illinois or the Surviving Corporation shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the aggregate (including Company or a Subsidiary with respect to positioneach such Company Plan. (b) From and after the Effective Time, dutiesformer and current officers and employees of the Company and its Subsidiaries and their dependents who satisfy conditions for any post-retirement medical and health insurance coverage under any FNNI Plan shall be entitled to participate in such Plan under the terms and conditions of such Plan. (c) Until the Effective Time, responsibilitiesthe Company and its Subsidiaries shall be liable for all obligations for continued health coverage, compensation, incentives pursuant to Section 4980B of the Code and locationSections 601 through 609 of ERISA ("COBRA") than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided respect to each such Affected Employee immediately qualified beneficiary (as defined in COBRA) of the Company or a Subsidiary who incurs a qualifying event (as defined in COBRA) prior to the Effective Time. Crescent agrees thatFNNI, the Surviving Corporation and the Subsidiaries shall be liable for purposes (i) all obligations for continued health coverage under COBRA with respect to each qualified beneficiary of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISACompany or a Subsidiary who incurs a qualifying event from and after the Effective Time, and all policies (ii) for continued health coverage under COBRA from and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (such plans, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following after the Effective Time under which an employee's eligibility for each qualified beneficiary of the Company or benefits depends, in whole or in part, on length a Subsidiary who incurs a qualifying event before the Effective Time. (d) Any obligation of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates Subsidiary under any employment agreement, employment letter, employment security agreement, stay bonus agreement, supplemental profit sharing plan, annual incentive plan, long-term incentive plan, or severance plan, or under any other Company Plan set forth in Schedule 4.13, as of the Effective Time, shall continue to be binding from and after the Effective Time, and FNNI, the Surviving Corporation and the Subsidiaries shall comply with and satisfy all such obligations pursuant to the terms of such Company Plan. (e) The transactions described in this Agreement shall constitute a change in control for purposes of each Company Plan. (f) The Company and the Subsidiaries maintain the 401(k) Plan which Plan shall be terminated prior to the Effective Time. All 401(k) Plan participants shall fully vest and have a nonforfeitable interest in their accounts under the 401(k) Plan, determined as of the Effective Time. As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the 401(k) Plan upon its termination under Code Section 401(a) (the "Determination Letter"), distribution of the benefits under the 401(k) Plan shall be made to 401(k) Plan participants pursuant to the terms of the 401(k) Plan. From and after the date of this Agreement, and in anticipation of such determination and distribution, the Company and the Subsidiaries and their respective representatives, prior to the Effective Time, providedand FNNI, that such crediting of service does not result in duplication of benefits, the Surviving Corporation the Subsidiaries and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following their respective representatives after the Effective Time, they participate in any Buyer Plan shall use their best efforts to apply for which deductibles or co-payments are requiredand obtain such favorable Determination Letter from the IRS. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after In the Effective Time. On or event that the Company and the Subsidiaries and their respective representatives prior to the Effective Time, and FNNI, the Operating Joint Venture shall have assumed all liabilities Surviving Corporation and obligations whatsoever for all accrued benefits under the Company Subsidiaries and their respective representatives after the Effective Time, reasonably determine that the 401(k) Plan in cannot obtain a favorable Determination Letter, or that the amounts held therein cannot be so applied, allocated or distributed without causing the 401(k) Plan to lose its tax qualified status, the Company and the Subsidiaries prior to the Effective Time, and FNNI, the Surviving Corporation and the Subsidiaries after the Effective Time, shall take such action as they may determine with respect to the distribution of benefits to the 401(k) Plan participants, provided that the assets of the Affected Employees and Crescent 401(k) Plan shall be relieved held or paid only for the benefit of all such liabilities the 401(k) Plan participants, and obligations. Crescent and provided further that in no event shall any portion of the Company shall cooperate amounts held in the filing of documents required401(k) Plan revert, if anydirectly or indirectly, by to the transfer of assets and liabilities described hereinCompany, any Subsidiary, FNNI or the Surviving Corporation.

Company Plans. The Operating Joint Venture shall have assumed (a) Section 3.9(a) of the Seller Disclosure Letter sets forth all obligations under material Company Employee Benefit Plans and adopted material Business Employee Agreements (collectively, the “Company Plans”). No Company Employee Benefit Plan is sponsored by the Company Plans (other than the Stock Plans referred to in or any Company Subsidiary, except as expressly indicated on Section 5.8), without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contest, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materiality3.9(a) in accordance with their terms as of the date of this Agreement Seller Disclosure Letter. (as modified b) With respect to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee of material Company Employee Benefit Plan, the Company immediately prior has made available to the Effective Time Buyer a true, correct and complete copy of: (the "Affected Employees"i) on terms no less favorable each written Company Employee Benefit Plan document and all amendments thereto, if any (or, in the aggregate case of any material unwritten Company Employee Benefit Plans, written descriptions thereof); (ii) if applicable, the most recent Annual Report (Form 5500 Series) including any applicable schedules; (iii) if applicable, the current summary plan description and any material modifications thereto, if any, (or any written summary provided to participants with respect to positionany Company Employee Benefit Plan for which no summary plan description exists); (iv) the most recent determination letter (or if applicable, dutiesadvisory or opinion letter) from the Internal Revenue Service, responsibilitiesif any; and (v) all material notices given to such Company Employee Benefit Plan or the Company in the past three (3) years by the Internal Revenue Service, compensationDepartment of Labor, incentives and location) than those provided on the date hereof Pension Benefit Guarantee Corporation, or other governmental agency relating to the Affected Employeessuch Company Employee Benefit Plan. The Operating Joint Venture shall have agreed Company has also made available to provide Buyer true, correct and complete copies of each Affected material Business Employee with benefits Agreement. (c) Each Company Employee Benefit Plan that are at least equivalent in the aggregate is intended to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" be “qualified” within the meaning of Section 3(3401(a) of the Code has received a favorable determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked, and to the Knowledge of Seller, no event has occurred and no condition exists that would reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan or result in the imposition of any material Liability, penalty or Tax under ERISA, the Code or other applicable Law, other than a requirement to provide or fund benefits. (d) With respect to each Company Plan, except to the extent any noncompliance would not reasonably be expected to result in a material Liability to Buyer and its Affiliates (including, after the Closing, the Company and Company Subsidiaries), (i) each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA, the Code and any other applicable Law; and (ii) all policies material payments and employee fringe benefit programscontributions required to have been made under the terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the Company Financial Statements. (e) There is no material pending or, including vacation policiesto the Knowledge of Seller, threatened Legal Proceeding relating to any current or former Business Employee under any Company Plan (other than ordinary course claims for benefits) that would reasonably be expected to be a material Liability of Buyer and its Affiliates (including, after the Closing, the Company and Company Subsidiaries) after the Closing Date. (f) Except with respect to the Multiemployer Plans the Company contributes to with respect to employees represented by the International Brotherhood of Electrical Workers (IBEW), there does not exist any Controlled Group Liability that would reasonably be expected, individually or in the aggregate, to result in material Liability, on or after the Closing, to the Company. (g) No Company Plan provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code that would reasonably be expected to result in a Liability to Buyer after the Closing Date. (h) Except with respect to such Liabilities that have been fully satisfied, none of Seller, the Company, any Company Subsidiary or any Entity that is treated as a single employer with any of the foregoing under Sections 414(b), (c), or (m) of the Operating Joint Venture Code or 29 CFR Section 4001.3 has received in the past eight years written (such plansor, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited Knowledge of Seller, oral) notice from a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) of (i) assessment of any withdrawal liability assessable pursuant to Section 4219 of ERISA under a Multiemployer Plan with respect to any partial or complete withdrawal, within the meaning of Sections 4205 and 4203 of ERISA, respectively, which after such notice has not been fully paid or (ii) any failure to make any contribution to a Multiemployer Plan that was due and payable on or prior to the Closing Date and which, after such notice, has not been fully corrected. (i) Section 3.9(i) of the Seller Disclosure Letter sets forth all Multiemployer Plans to which the Company or any affiliates Company Subsidiary currently contributes or has an obligation to contribute. (j) Neither Seller nor any Subsidiary of Seller (other than the Company or any Company Subsidiary) contributes, has an obligation to contribute, or previously contributed, to a Multiemployer Plan on behalf of employees of the Company prior to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under or any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and the Company shall cooperate in the filing of documents required, if any, by the transfer of assets and liabilities described hereinSubsidiary.

Company Plans. The Operating Joint Venture (a) Prior to Closing Date, the Seller -------------- shall have assumed all obligations under and adopted the Company Plans (other than the Stock Plans referred adopt, or shall cause a V/U Designee to in Section 5.8), without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contest, and to make required payments when due underadopt, all Company Plans currently sponsored by JES, except for those Company Plans listed on Schedule 8.5(a), and shall amend each such Company Plan to reflect such change in sponsorship (and none of the Buyers, Successor Buyers or any of their Affiliates shall have any liability in respect of such plans). Except as defined hereinotherwise provided in this Article VIII or as required by Applicable Law, but without regard to materiality) in accordance with their terms as of the date of this Agreement (as modified Closing Date, the Assumed Employees and their dependents and beneficiaries shall cease to the extent permitted by this Agreement). The Operating Joint Venture accrue further benefits and shall have agreed no rights to employ at their current locations each person who is an employee of further participation under the Company immediately prior Plans. (b) With respect to the Effective Time (the "Affected Employees") on terms no less favorable in the aggregate each Assumed Employee, Terminee and Retiree (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (such plans, programs, policies and arrangementsany beneficiary or dependent thereof), the "Buyer Plans"Seller shall retain (i) in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates of the Company prior to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, all liabilities and provided that such crediting of service shall not be given for benefit accrual purposes obligations arising under any Buyer Company Plan that is a defined benefit plan. Affected Employees shall also be given credit 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 and (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to events occurring (whether or not reported) during the period prior to the Closing Date, including liability for any deductible retroactive worker's compensation premiums attributable to such period. For purposes of this Section 8.5, a claim shall be deemed to be incurred when (A) with respect to medical or codental benefits, the medical or dental services giving rise to such claim are performed and (B) with respect to life, accident or disability benefits, when the event, condition or illness giving rise to such claim occurs. (c) With respect to any Business Employee who is in the hospital or is on short-payment amounts paid in respect term disability under any Company Plan as of the plan year Closing Date, the Seller shall be responsible for all claims and expenses incurred both before and after the Closing Date in which the Effective Time occursconnection with such Business Employee (or any beneficiary or dependent thereof), to the extent thatthat such claims and expenses are covered by a Company Plan, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of all until such liabilities and obligations. Crescent and the Company shall cooperate in the filing of documents requiredtime, if any, by the transfer of assets and liabilities described hereinthat such Business Employee commences full-time employment with a Buyer.